Unassociated Document


    EXHIBIT
      10.1

     

    FORM
      OF REGISTRATION RIGHTS AGREEMENT
       

    

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
      is
      entered into as of the __ day of _________, 2007, by and among Affinity Media
      International Corp., a Delaware corporation (the “Company”)
      and
      the stockholders (the “Stockholders”)
      of
      Hotels at Home, Inc. ( “Hotels”)
      whose
      names appear on Schedule
      A
      annexed
      hereto.

     

    WHEREAS,
      the Company, Affinity Acquisition Subsidiary Corp. ( “Merger
      Subsidiary”)
      and Hotels have entered into a certain Agreement and Plan of Merger, dated
      as of
      July 24, 2007 (the “Merger Agreement”),
      pursuant to which Hotels will merge with and into Merger Subsidiary, a
      wholly-owned subsidiary of the Company, and the Stockholders will receive cash
      and shares of the Company’s common stock; and

     

    WHEREAS,
      pursuant to the terms of the Merger Agreement, the Company agreed to grant
      the
      Stockholders certain registration rights in connection with the shares of common
      stock of the Company they will acquire as a result of the Merger Agreement
      and
      the transactions contemplated thereby.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    1. DEFINITIONS.
      Capitalized
      terms used and not otherwise defined herein shall have the meanings given such
      terms in the Merger Agreement. As used in this Agreement, the following terms
      shall have the following meanings:

     

    “Advice”
is
      defined in Section
      6.2.

     

    “Agreement”
means
      this Agreement, as amended, restated, supplemented, or otherwise modified from
      time to time.

     

    “Commission”
means
      the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

    “Common
      Stock”
means
      the common stock, par value $0.001 per share, of the Company.

     

    “Company”
is
      defined in the preamble to this Agreement.

     

    “Effective
      Date”
shall
      mean, with respect to the Registration Statement, the date on which the
      Registration Statement shall have been declared effective by the
      Commission.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder, all as the same shall be in effect
      at
      the time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      “Holder”
        or
“Holders”
        means
        the Stockholders or any of its affiliates or permitted transferees to the
        extent
        any of them are permitted to hold Registrable Securities, other than those
        purchasing Registrable Securities in a market transaction.

       

    

    “Hotels
      Indemnified Party”
is
      defined in Section
      5.1.

     

    “Indemnified
      Party”
is
      defined in Section
      5.3.

     

    “Indemnifying
      Party”
is
      defined in Section
      5.3.

     

    “Notices”
is
      defined in Section
      6.5.

     

    “Participating
      Stockholders”
is
      defined in Section
      2.3(b).
      

     

    “Principal
      Market”
is
      defined in Section
      3.4.

     

    “Proceeding”
is
      defined in Section
      3.3(a).

     

    “Prospectus”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 424(b) promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    “Register,”
      “Registered”
      and
“Registration”
mean
      a
      registration effected by preparing and filing a registration statement or
      similar document in compliance with the requirements of the Securities Act,
      and
      the applicable rules and regulations promulgated thereunder, and such
      registration statement becoming effective.

     

    “Registration
      Request”
is
      defined in Section
      2.2.

     

    “Registrable
      Securities”
shall
      mean the shares of common stock of the Company held by the Stockholders as
      a
      result of the transactions contemplated by the Merger Agreement. Registrable
      Securities shall also be deemed to include any warrants, shares of capital
      stock
      or other securities of the Company issued as a dividend or other distribution
      with respect to or in exchange for or in replacement of such shares of Common
      Stock
      together
      with any securities issued or issuable upon any stock split, dividend or other
      distribution, adjustment, recapitalization or similar event with respect to
      the
      foregoing.
      As to
      any particular Registrable Securities, such securities shall cease to be
      Registrable Securities when: (a) a Registration Statement with respect to the
      sale of such securities shall have become effective under the Securities Act
      and
      such securities shall have been sold, transferred, disposed of or exchanged
      in
      accordance with such Registration Statement; (b) such securities shall have
      been
      otherwise transferred, new certificates for them not bearing a legend
      restricting further transfer shall have been delivered by the Company and
      subsequent public distribution of them shall not require registration under
      the
      Securities Act; (c) such securities shall have ceased to be outstanding, or
      (d)
      in the opinion of counsel to the Company, the Registrable Securities are salable
      under Rule 144(k).

     

    
      
        
        

      

      
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    “Registration
      Statement”
means
      a
      registration statement filed by the Company with the Commission in compliance
      with the Securities Act and the rules and regulations promulgated thereunder
      (other than a registration statement on Form S-4 or Form S-8, or their
      successors, or any registration statement covering only securities proposed
      to
      be issued in exchange for securities or assets of another entity).

     

    “Requesting
      Stockholders”
is
      defined in Section
      2.3(a).

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission promulgated thereunder, all as the same shall be in effect at the
      time.

     

    “Other
      Shares”
is
      defined in Section
      2.4.

     

    “Underwritten
      Registration Cutback”
is
      defined in Section
      2.3(b).

     

    “Underwriting
      Request”
is
      defined in Section
      2.3(a).

     

    2. REGISTRATION
      RIGHTS.

     

    2.1 Mandatory
      Registration.
      Within
      ninety (90) days after the Closing Date, the Company shall cause to be prepared
      and filed with the Commission a Registration Statement providing for the resale
      of all Registrable Securities then outstanding for an offering to be made by
      the
      Holders on a continuous basis pursuant to Rule 415. Such Registration Statement
      shall be on Form S-3 (except if the Company is not then eligible to register
      for
      resale the Registrable Securities on Form S-3, in which case such registration
      shall be on Form SB-2, Form S-1 or another appropriate form in accordance
      herewith). The Company shall cause such Registration Statement to be declared
      effective under the Securities Act as promptly as possible after the filing
      thereof. The Company shall keep such Registration Statement continuously
      effective under the Securities Act until the date when all Registrable
      Securities covered by such Registration Statement have been sold.

     

    2.2 Demand
      Registration. 
      At any
      time following the date that is 180 days following the Closing Date, if the
      Company shall be requested (a “
      Registration Request”)
      by
      Holders holding at least a majority of the then outstanding Registrable
      Securities to effect the registration under the Securities Act of Registrable
      Securities, then the Company shall (i) within ten (10) days of the receipt
      of
      such Registration Request, give written notice of such request to all Holders
      describing the terms of such registration and, if applicable, the underwriting
      and (ii) as soon as practicable cause to be prepared and filed with the
      Commission a Registration Statement providing for the resale of all Registrable
      Securities which Holders request to be registered. The Registration Statement
      shall be on Form S-3 (except if the Company is not then eligible to register
      for
      resale the Registrable Securities on Form S-3, in which case such registration
      shall be on Form SB-2, Form S-1 or another appropriate form in accordance
      herewith). The Company shall cause the Registration Statement to be declared
      effective under the Securities Act as promptly as possible after the filing
      thereof. The Company shall keep the Registration Statement continuously
      effective under the Securities Act until the date when all Registrable
      Securities covered by such Registration Statement have been sold. The Company
      shall not be obligated to file and cause to become effective more than two
      (2)
      Registration Statements pursuant to this Section
      2.2.
      A
      Registration Statement shall not be counted for purposes of the foregoing until
      such time as such Registration Statement has been declared effective by the
      Commission and all of the Registrable Securities offered pursuant to such
      Registration Statement are sold thereunder upon the price and terms
      offered.


    
      
        
        

      

      
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    2.3 Underwritten
      Registration. (a)
      At
      the request (an “Underwriting
      Request”)
      of the
      Holders of at least two-thirds of the then outstanding Registrable Securities
      (the “Requesting
      Stockholders”),
      the
      distribution of the Registrable Securities covered by a Registration Statement
      filed or to be filed pursuant to Sections
      2.1
      or
2.2
      hereof,
      shall be effected by means of an underwriting.

    


    (b) In
      the
      event of an Underwriting Request, the Company, together with all Holders
      proposing to distribute their securities through such underwriting (the
“
      Participating Stockholders”),
      shall
      enter into an underwriting agreement in customary form with the managing
      underwriter(s) selected for such underwriting by the Requesting Stockholders,
      which underwriter(s) shall be reasonably acceptable to the Company; provided,
      however, that no Holder shall be required to make any representations or
      warranties concerning the Company or its business, properties, prospects,
      financial condition or related matters. Notwithstanding any other provision
      of
      this Section
      2.3,
      if the
      managing underwriter(s) advises the Company and the Participating Stockholders
      in writing that because the number of shares requested by the Participating
      Stockholders to be included in the registration exceeds the number which can
      be
      sold in an orderly manner in such offering within a price range acceptable
      to
      the Requesting Stockholders or that marketing factors require a limitation
      of
      the number of shares to be underwritten on behalf of the Participating
      Stockholders (the “Underwritten
      Registration Cutback”),
      and
      such Underwritten Registration Cutback results in less than all of the
      Registrable Securities of the Participating Stockholders that are requested
      to
      be included in such registration to actually be included in such registration,
      then the Company will include in such registration, to the extent of the number
      which the Company is so advised can be sold in (or during the time of) such
      offering without such interference or affect on the price or sale, such number
      of Registrable Securities shared pro rata among all of the Participating
      Stockholders based on the total number of Registrable Securities held by each
      such Participating Stockholder.

    


    (c) In
      the
      event of an Underwriting Request, the Company shall:

     

    (1) cooperate
      with the Participating Stockholders, the underwriters participating in the
      offering and their counsel in any due diligence investigation reasonably
      requested by the Participating Stockholders or the underwriters in connection
      therewith, and participate, to the extent reasonably requested by the
      Participating Stockholders and the underwriter for the offering, in efforts
      to
      sell the Registrable Securities under the offering (including, without
      limitation, participating in “roadshow” meetings with prospective investors)
      that would be customary for underwritten primary offerings of a comparable
      amount of equity securities by the Company;

     

    
      
        
        

      

      
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    (2) cooperate,
      to the extent reasonably requested, with each underwriter participating in
      the
      disposition of such Registrable Securities and their respective counsel in
      connection with any filings required to be made with the Principal
      Market;

     

    (3) afford
      the Requesting Stockholders with the opportunity to participate in the drafting
      of the registration statement and the documentation relating
      thereto;

     

    (4) furnish,
      on the date on which such Registrable Securities are sold to the underwriter,
      (a) an opinion, dated such date, of the counsel representing the Company for
      the
      purposes of such registration, in form and substance as is customarily given
      to
      underwriters in an underwritten public offering, addressed to the underwriters,
      if any, and (b) a “comfort” letter dated such date, from the independent
      certified public accountants of the Company, in form and substance as is
      customarily given by independent certified public accountants to underwriters
      in
      an underwritten public offering, addressed to the underwriters; and

     

    (5) take
      all other steps reasonably necessary to effect the registration of the
      Registrable Securities contemplated hereby.

     

    2.4 Piggy-Back
      Registration.
      If the
      Company shall determine to prepare and file with the Commission a registration
      statement relating to an offering for its own account or the account of others
      under the Securities Act of any of its equity securities, other than on Form
      S-4
      or Form S-8 (each as promulgated under the Securities Act) or their then
      equivalents relating to equity securities to be issued solely in connection
      with
      any acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans, then the Company
      shall send to the each Holder written notice of such determination and if,
      within fifteen (15) days after receipt of such notice, any such Holder shall
      so
      request in writing, the Company shall include in such registration statement
      all
      or any part of such Registrable Securities such Holder requests to be
      registered. Notwithstanding the foregoing, if the Company's proposed
      registration of equity securities hereunder is, in whole or in part, an
      underwritten public offering, and the managing underwriter of such proposed
      registration determines and advises in writing that the inclusion of all
      Registrable Securities proposed to be included in the underwritten public
      offering, together with any other issued and outstanding shares of the Company's
      common stock proposed to be included therein (such other shares hereinafter
      collectively referred to as the “Other
      Shares”),
      would
      interfere with the successful marketing of the Company's securities, then the
      total number of such securities proposed to be included in such underwritten
      public offering shall be reduced, (i) first by the shares requested to be
      included in such registration by the holders of Other Shares, and (ii) second,
      if necessary, (A) one-half (1⁄2) by the securities proposed to be issued by the
      Company, and (B) one-half (1⁄2 ) by the Registrable Securities proposed to be
      included in such registration by the Holders, on a pro rata basis, based upon
      the number of Registrable Securities then held by each such Holder. The shares
      of the Company's common stock that are excluded from the underwritten public
      offering pursuant to the preceding sentence shall be withheld from the market
      by
      the holders thereof for a period, not to exceed 90 days from the closing of
      such
      underwritten public offering, that the managing underwriter reasonably
      determines as necessary in order to effect such underwritten public
      offering.

     

    
      
        
        

      

      
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    2.5 Item
      507 and 508 Information.
      Each
      Holder will furnish to the Company in writing the information specified in
      Item
      507 and/or 508 of Regulation S-K, as applicable, of the Securities Act for
      use
      in connection with any Registration Statement or prospectus or preliminary
      prospectus included therein. Each Holder agrees to promptly furnish additional
      information required to be disclosed in order to make the information previously
      furnished to the Company by such Holder not materially misleading.

     

    2.6 Notice
      of Effective Registration Statement.
      The
      Company shall notify each Holder in writing promptly (and in any event within
      three business days) after receiving notification from the Commission that
      a
      Registration Statement has been declared effective.

    


    2.7 Plan
      of Distribution.
      Any
      Registration Statement required hereunder shall contain (except if otherwise
      directed by the Holders of at least two-thirds of the Registrable Securities
      included in such Registration Statement) the “Plan of Distribution” attached
      hereto as Annex
      A
      .

     

    3. REGISTRATION
      PROCEDURES.
      

     

    3.1 Drafts
      of Filings. In
      connection with the Company's registration obligations hereunder, the Company
      shall
      furnish
      to the holders of Registrable Securities included in such Registration Statement
      and to the legal counsel for any such holders, copies of the Registration
      Statement or prospectus or any amendment or supplement thereto, including
      documents incorporated by reference and all such other documents proposed to
      be
      filed sufficiently in advance of filing to provide such holders and legal
      counsel with a reasonable opportunity to review such documents and comment
      thereon, and the Company shall not file any Registration Statement or prospectus
      or amendment or supplement thereto, including documents incorporated by
      reference, to which such holders or their legal counsel shall object.


     

    3.2
      Amendments
      and Supplements.
      

     

    (a)
      The
      Company shall (1) prepare and file with the Commission such amendments,
      including post-effective amendments, to the Registration Statement as may be
      necessary to keep the Registration Statement continuously effective as to the
      Registrable Securities until the date when all Registrable Securities covered
      by
      such Registration Statement have been sold; (2) cause the related Prospectus
      to
      be amended or supplemented by any required Prospectus supplement, and as so
      supplemented or amended to be filed pursuant to Rule 424; and (3) respond as
      promptly as reasonably possible to any comments received from the Commission
      with respect to the Registration Statement or any amendment thereto and as
      promptly as reasonably possible provide each Holder copies of all correspondence
      from and to the Commission relating to the Registration Statement.

     

    (b)
      In
      the event the Company (1) receives from the Commission any notice, comment
      or
      correspondence, as described below in Section
      3.3(a)
      or
      otherwise, which requires as a response any amendment or supplement to such
      Registration Statement or any Prospectus relating thereto or (2) obtains
      additional information or of knowledge of the occurrence of an event requiring
      the preparation of a supplement or amendment to such Prospectus so that, as
      thereafter delivered to the purchasers of the securities covered by such
      Registration Statement, such Prospectus will not contain an 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 not misleading, the Company shall
      promptly make available to the holders of Registrable Securities included in
      such Registration Statement any such supplement or amendment.

     

    
      
        
        

      

      
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    3.3 Notification.

     

    (a)
      As
      promptly as reasonably possible, and in no event more than one (1) business
      day
      after such filing, notify the holders of Registrable Securities included in
      such
      Registration Statement of such filing, and shall further notify such holders
      promptly and confirm such advice in writing in all events within one (1)
      business day of the occurrence of any of the following: (i) the Commission
      notifies the Company whether there will be a “review” of the Registration
      Statement; (ii) the Commission comments in writing on the Registration Statement
      (in which case the Company shall deliver to each Holder a copy of such comments
      and of all written responses thereto); (iii) the Commission or any other Federal
      or state governmental authority in writing requests any amendment or supplement
      to the Registration Statement or Prospectus or requests additional information
      related thereto; (iv) such Registration Statement is declared or becomes
      effective; (iv) when any post-effective amendment to such Registration Statement
      becomes effective; (v) the issuance or threatened issuance by the Commission
      of
      any stop order suspending the effectiveness of the Registration Statement or
      the
      initiation of any action, claim, suit, investigation or proceeding (a
“Proceeding”)
      (and
      the Company shall take all actions required to prevent any such Proceeding
      or
      the entry of such stop order or to remove it if entered); (vi) the Company
      receives notice in writing of any suspension of the qualification or exemption
      from qualification of any Registrable Securities for sale in any jurisdiction,
      or the initiation or threat of any Proceeding for such purpose; or (vii) the
      financial statements included in the Registration Statement become ineligible
      for inclusion therein or any statement made in the Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference is untrue in any material respect or any revision to the Registration
      Statement, Prospectus or other document is required so that 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
      light of the circumstances under which they were made, not
      misleading.

     

    (b) Use
      its
      reasonable best efforts to avoid the issuance of or, if issued, obtain the
      withdrawal of: (i) any order suspending the effectiveness of the Registration
      Statement or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment.

     

    (c) Promptly
      deliver to each Holder, without charge, such reasonable number of copies of
      the
      Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Holder may reasonably request. The
      Company hereby consents to the use of such Prospectus and each amendment or
      supplement thereto by the Holders in connection with the offering and sale
      of
      the Registrable Securities covered by such Prospectus and any amendment or
      supplement thereto.

     

    
      
        
        

      

      
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    (d)
      Use
      its best efforts to (i) register or qualify the Registrable Securities covered
      by the Registration Statement under such securities or “blue sky” laws of such
      jurisdictions in the United States as the holders of Registrable Securities
      included in such Registration Statement (in light of their intended plan of
      distribution) may request (ii) to keep each such registration or qualification
      (or exemption therefrom) effective until the date when all Registrable
      Securities covered by such Registration Statement have been sold and (ii) take
      all such action necessary to cause such Registrable Securities covered by the
      Registration Statement to be registered with or approved by such other
      Governmental Authorities as may be necessary by virtue of the business and
      operations of the Company and do any and all other acts and things that may
      be
      necessary or advisable to enable the holders of Registrable Securities included
      in such Registration Statement to consummate the disposition of such Registrable
      Securities in such jurisdictions; provided, however, that the Company shall
      not
      be required to qualify generally to do business in any jurisdiction where it
      would not otherwise be required to qualify but for this paragraph or subject
      itself to taxation in any such jurisdiction.

     

    3.4 Listing
      Application. In
      the
      time and manner required by the American Stock Exchange, the New York Stock
      Exchange, NASDAQ or any other market on which the Registrable Securities are
      traded (the “
      Principal Market”),
      the
      Company shall prepare and file with the Principal Market an listing application
      covering all of the Registrable Securities and a notification form regarding
      the
      change in the number of the Company's outstanding Shares; (ii) take all steps
      necessary to cause such Registrable Securities to be approved for listing on
      the
      Principal Market as soon as possible thereafter; (iii) provide to each Holder
      notice of such listing; and (iv) maintain the listing of such Registrable
      Securities on the Principal Market.

     

    3.5
      Effectiveness
      of Registration Statement.
      The
      Company shall use its reasonable best efforts to avoid the issuance of or,
      if
      issued, obtain the withdrawal of: (i) any order suspending the effectiveness
      of
      the Registration Statement or (ii) any suspension of the qualification (or
      exemption from qualification) of any of the Registrable Securities for sale
      in
      any jurisdiction, at the earliest practicable moment.

     

    3.6 Copies.
      The
      Company shall promptly deliver to each Holder, without charge, such reasonable
      number of copies of the Prospectus or Prospectuses (including each form of
      prospectus) and each amendment or supplement thereto as such Holder may
      reasonably request. The Company hereby consents to the use of such Prospectus
      and each amendment or supplement thereto by the Holders in connection with
      the
      offering and sale of the Registrable Securities covered by such Prospectus
      and
      any amendment or supplement thereto.

     

    3.7 Agreements
      for Disposition.
      The
      Company shall enter into customary agreements (including, if applicable, an
      underwriting agreement in customary form) and take such other actions as are
      reasonably required in order to expedite or facilitate the disposition of such
      Registrable Securities. The representations, warranties and covenants of the
      Company in any underwriting agreement which are made to or for the benefit
      of
      any Underwriters, to the extent applicable, shall also be made to and for the
      benefit of the holders of Registrable Securities included in such registration
      statement. No holder of Registrable Securities included in such registration
      statement shall be required to make any representations or warranties in the
      underwriting agreement except, if applicable, with respect to such holder’s
      organization, good standing, authority, title to Registrable Securities, lack
      of
      conflict of such sale with such holder’s material agreements and organizational
      documents, and with respect to written information relating to such holder
      that
      such holder has furnished in writing expressly for inclusion in such
      Registration Statement.

     

    
      
        
        

      

      
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    3.8
      Cooperation.
      The
      principal executive officer of the Company, the principal financial officer
      of
      the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the Registration Statement
      with
      respect to such offering and all other offering materials and related documents,
      and participation in meetings with Underwriters, attorneys, accountants and
      potential investors.

     

    3.9 Records.
      The
      Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information requested by any of them in connection with such
      Registration Statement.

     

    3.10 Opinions
      and Comfort Letters.
      The
      Company shall furnish to each holder of Registrable Securities included in
      any
      Registration Statement a signed counterpart, addressed to such holder, of (i)
      any opinion of counsel to the Company delivered to any Underwriter and (ii)
      any
      comfort letter from the Company’s independent public accountants delivered to
      any Underwriter. In the event no legal opinion is delivered to any Underwriter,
      the Company shall furnish to each holder of Registrable Securities included
      in
      such Registration Statement, at any time that such holder elects to use a
      prospectus, an opinion of counsel to the Company to the effect that the
      Registration Statement containing such prospectus has been declared effective
      and that no stop order is in effect.

     

    3.11
      Earnings
      Statement.
      The
      Company shall comply with all applicable rules and regulations of the Commission
      and the Securities Act, and make available to its stockholders, as soon as
      practicable, an earnings statement covering a period of twelve (12) months,
      beginning within three (3) months after the effective date of the registration
      statement, which earnings statement shall satisfy the provisions of Section
      11(a) of the Securities Act and Rule 158 thereunder.

     

    3.12
      Obligation
      to Suspend Distribution.
      Upon
      receipt of any notice from the Company of the happening of any event of the
      kind
      described in Section
      3.3(a)(v)
      or, in
      the case of a resale registration on Form S-3 pursuant to Section
      2.2
      hereof,
      upon any suspension by the Company, pursuant to a written insider trading
      compliance program adopted by the Company’s Board of Directors, of the ability
      of all “insiders” covered by such program to transact in the Company’s
      securities because of the existence of material non-public information, each
      holder of Registrable Securities included in any registration shall immediately
      discontinue disposition of such Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until such holder
      receives the supplemented or amended prospectus contemplated by Section
      3.2(b)
      or the
      restriction on the ability of “insiders” to transact in the Company’s securities
      is removed, as applicable, and, if so directed by the Company, each such holder
      will deliver to the Company all copies, other than permanent file copies then
      in
      such holder’s possession, of the most recent prospectus covering such
      Registrable Securities at the time of receipt of such notice.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    3.13
      Registration
      Expenses.
      The
      Company shall bear all costs and expenses incurred in connection with any
      Registration pursuant to this agreement and all expenses incurred in performing
      or complying with its other obligations under this Agreement, whether or not
      the
      Registration Statement becomes effective, including, without limitation: (i)
      all
      registration and filing fees; (ii) fees and expenses of compliance with
      securities or “blue sky” laws (including fees and disbursements of counsel in
      connection with blue sky qualifications of the Registrable Securities); (iii)
      printing expenses; (iv) the fees and expenses incurred in connection with the
      listing of the Registrable Securities as required by Section
      3.4;
      (v)
      National Association of Securities Dealers, Inc. filing fees; (vi) fees and
      disbursements of counsel for the Company and fees and expenses for independent
      certified public accountants retained by the Company (including the expenses
      or
      costs associated with the delivery of any opinions or comfort letters requested
      pursuant to Section
      3.10);
      (vii)
      the fees and expenses of any special experts retained by the Company in
      connection with such registration; and (viii) the fees and expenses of one
      legal
      counsel selected by the holders of a majority-in-interest of the Registrable
      Securities included in any Registration Statement. The Company shall have no
      obligation to pay any underwriting discounts or selling commissions attributable
      to the Registrable Securities being sold by the holders thereof, which
      underwriting discounts or selling commissions shall be borne by such holders.
      Additionally, in an underwritten offering, all selling stockholders and the
      Company shall bear the expenses of the underwriter pro rata in proportion to
      the
      respective amount of shares each is selling in such offering.

     

    3.14
      Compliance
      with Applicable Laws.
      The
      Company shall comply with all applicable rules and regulations of the Commission
      and the Principal Market with respect to the Company's obligations
      hereunder.

     

    3.15
      Information.
      The
      holders of Registrable Securities shall provide such information as may
      reasonably be requested by the Company, or the managing underwriter, if any,
      in
      connection with the preparation of any Registration Statement, including
      amendments and supplements thereto, in order to effect the registration of
      any
      Registrable Securities under the Securities Act pursuant to Section
      2
      and in
      connection with the Company’s obligation to comply with federal and applicable
      state securities laws. In the event a holder does not provide any material
      requested information to the Company at least 24 hours prior to the filing
      of
      any Registration Statement, then the Company may remove such declining holder
      from the Registration Statement without penalty or being deemed in violation
      of
      this Agreement.

     

    4. REPORTS
      UNDER TH EXCHANGE ACT. 

     

    4.1
      Filing
      of Reports.
      With a
      view to making available to the Holders the benefits of Rule 144 promulgated
      under the Securities Act and any other rule or regulation of the Commission
      that
      may at any time permit a Holder to sell securities of the Company to the public
      without registration, the Company shall:

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (a) make
      and keep public information available, as those terms are understood and defined
      in Rule 144, at all times after the date hereof and so long as the Company
      is
      subject to the periodic reporting requirements under Sections 13 or 15(d) of
      the
      Exchange Act;

     

    (b) 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; and

     

    (c) furnish
      to any Holder, so long as the Holder owns any Registrable Securities, forthwith
      upon request (i) a written statement by the Company that it has complied with
      the reporting requirements of Commission Rule 144, the Securities Act and the
      Exchange Act (at any time after it has become subject to such reporting
      requirements), or that it qualifies as a registrant whose securities may be
      resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy
      of
      the most recent annual or quarterly report of the Company and such other reports
      and documents so filed by the Company, and (iii) such other information as
      may
      be reasonably requested in availing any Holder of any rule or regulation of
      the
      Commission which permits the selling of any such securities without registration
      or pursuant to such form.

     

    5. INDEMNIFICATION
      AND CONTRIBUTION.

     

    5.1 Indemnification
      by the Company.
      The
      Company agrees to indemnify and hold harmless each holder of Registrable
      Securities, (each, a “Hotels
      Indemnified Party”),
      from
      and against any expenses, losses, judgments, claims, damages or liabilities,
      whether joint or several, arising out of or based upon any untrue statement
      (or
      allegedly untrue statement) of a material fact contained in any Registration
      Statement under which the sale of such Registrable Securities was registered
      under the Securities Act, any preliminary prospectus, final prospectus or
      summary prospectus contained in the Registration Statement, or any amendment
      or
      supplement to such Registration Statement, or arising out of or 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, or any
      violation by the Company of the Securities Act or any rule or regulation
      promulgated thereunder applicable to the Company and relating to action or
      inaction required of the Company in connection with any such registration;
      and
      the Company shall promptly reimburse the Indemnified Party for any legal and
      any
      other expenses reasonably incurred by such Indemnified Party in connection
      with
      investigating and defending any such expense, loss, judgment, claim, damage,
      liability or action; provided, however, that the Company will not be liable
      to
a
      Hotels
      Indemnified Party in any such case to the extent that any such expense, loss,
      claim, damage or liability arises out of or is based upon any untrue statement
      or allegedly untrue statement or omission or alleged omission made in such
      Registration Statement, preliminary prospectus, final prospectus, or summary
      prospectus, or any such amendment or supplement, in reliance upon and in
      conformity with information furnished to the Company, in writing, by a Hotels
      Indemnified Party expressly for use therein. The Company also shall indemnify
      any Underwriter of the Registrable Securities, their officers, affiliates,
      directors, partners, members and agents and each person who controls such
      Underwriter on substantially the same basis as that of the indemnification
      provided above in this Section
      5.1.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    5.2 Indemnification
      by Holders of Registrable Securities.
      Each
      selling holder of Registrable Securities will, in the event that any
      registration is being effected under the Securities Act pursuant to this
      Agreement of any Registrable Securities held by such selling holder, indemnify
      and hold harmless the Company, each of its directors and officers and each
      underwriter (if any), and each other selling holder and each other person,
      if
      any, who controls another selling holder or such underwriter within the meaning
      of the Securities Act, against any losses, claims, judgments, damages or
      liabilities, whether joint or several, insofar as such losses, claims,
      judgments, damages or liabilities (or actions in respect thereof) arise out
      of
      or are based upon any untrue statement or allegedly untrue statement of a
      material fact contained in any Registration Statement under which the sale
      of
      such Registrable Securities was registered under the Securities Act, any
      preliminary prospectus, final prospectus or summary 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 the alleged
      omission to state a material fact required to be stated therein or necessary
      to
      make the statement therein not misleading, if the statement or omission was
      made
      in reliance upon and in conformity with information furnished in writing to
      the
      Company by such selling holder expressly for use therein, and shall reimburse
      the Company, its directors and officers, and each other selling holder or
      controlling person for any legal or other expenses reasonably incurred by any
      of
      them in connection with investigation or defending any such loss, claim, damage,
      liability or action. Each selling holder’s indemnification obligations hereunder
      shall be several and not joint and shall be limited to the amount of any net
      proceeds actually received by such selling holder.

     

    5.3 Conduct
      of Indemnification Proceedings.
      Promptly after receipt by any person of any notice of any loss, claim, damage
      or
      liability or any action in respect of which indemnity may be sought pursuant
      to
Sections
      5.1
      or
5.2,
      such
      person (the “Indemnified
      Party”)
      shall,
      if a claim in respect thereof is to be made against any other person for
      indemnification hereunder, notify such other person (the “Indemnifying
      Party”)
      in
      writing of the loss, claim, judgment, damage, liability or action; provided,
      however, that the failure by the Indemnified Party to notify the Indemnifying
      Party shall not relieve the Indemnifying Party from any liability which the
      Indemnifying Party may have to such Indemnified Party hereunder, except and
      solely to the extent the Indemnifying Party is actually prejudiced by such
      failure. If the Indemnified Party is seeking indemnification with respect to
      any
      claim or action brought against the Indemnified Party, then the Indemnifying
      Party shall be entitled to participate in such claim or action, and, to the
      extent that it wishes, jointly with all other Indemnifying Parties, to assume
      control of the defense thereof with counsel satisfactory to the Indemnified
      Party. After notice from the Indemnifying Party to the Indemnified Party of
      its
      election to assume control of the defense of such claim or action, the
      Indemnifying Party shall not be liable to the Indemnified Party for any legal
      or
      other expenses subsequently incurred by the Indemnified Party in connection
      with
      the defense thereof other than reasonable costs of investigation; provided,
      however, that in any action in which both the Indemnified Party and the
      Indemnifying Party are named as defendants, the Indemnified Party shall have
      the
      right to employ separate counsel (but no more than one such separate counsel)
      to
      represent the Indemnified Party and its controlling persons who may be subject
      to liability arising out of any claim in respect of which indemnity may be
      sought by the Indemnified Party against the Indemnifying Party, with the fees
      and expenses of such counsel to be paid by such Indemnifying Party if, based
      upon the written opinion of counsel of such Indemnified Party, representation
      of
      both parties by the same counsel would be inappropriate due to actual or
      potential differing interests between them. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, consent to entry of judgment
      or effect any settlement of any claim or pending or threatened proceeding in
      respect of which the Indemnified Party is or could have been a party and
      indemnity could have been sought hereunder by such Indemnified Party, unless
      such judgment or settlement includes an unconditional release of such
      Indemnified Party from all liability arising out of such claim or
      proceeding.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    5.4 Contribution.

     

    (a)
      If
      the indemnification provided for in the foregoing Sections
      5.1,
      5.2
      and
5.3
      is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such Indemnifying Party,
      in
      lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid
      or payable by such Indemnified Party as a result of such loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      fault of the Indemnified Parties and the Indemnifying Parties in connection
      with
      the actions or omissions which resulted in such loss, claim, damage, liability
      or action, as well as any other relevant equitable considerations. The relative
      fault of any Indemnified Party and any Indemnifying Party shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by such Indemnified Party or such Indemnifying
      Party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    (b)
      The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section
      5.5
      were
      determined by pro rata allocation or by any other method of allocation which
      does not take account of the equitable considerations referred to in the
      immediately preceding Section. 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.

     

    (c) The
      amount paid or payable by an Indemnified Party as a result of any loss, claim,
      damage, liability or action referred to in the immediately preceding paragraph
      shall be deemed to include, subject to the limitations set forth above, any
      legal or other expenses incurred by such Indemnified Party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this Section
      5.4,
      no
      holder of Registrable Securities shall be required to contribute any amount
      in
      excess of the dollar amount of the net proceeds (after payment of any
      underwriting fees, discounts, commissions or taxes) actually received by such
      holder from the sale of Registrable Securities which gave rise to such
      contribution obligation. 

     

    6. MISCELLANEOUS.

     

    6.1 Other
      Registration Rights.
      Except
      with respect to those securities issued or issuable in connection with the
      Company’s initial public offering in June 2006, or as otherwise disclosed in the
      Company’s IPO prospectus, the Company represents and warrants that no person,
      other than a holder of the Registrable Securities, has any right to require
      the
      Company to register any shares of the Company’s capital stock for sale or to
      include shares of the Company’s capital stock in any registration filed by the
      Company for the sale of shares of capital stock for its own account or for
      the
      account of any other person.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    6.2 Dispositions.
      Each
      Holder agrees that it will comply with the prospectus delivery requirements
      of
      the Securities Act as applicable to it in connection with sales of Registrable
      Securities pursuant to the Registration Statement. Each Holder further agrees
      that, upon receipt of a notice from the Company of the occurrence of any event
      of the kind described in Section
      3.3(a),
      such
      Holder will discontinue disposition of such Registrable Securities under the
      Registration Statement until such Holder's receipt of the copies of the
      supplemented Prospectus and/or amended Registration Statement contemplated
      by
Section
      3.2(b),
      or until
      it is advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph.

     

    6.3 Mergers.
      The
      Company shall not, directly or indirectly, enter into any merger, consolidation
      or reorganization in which the Company shall not be the surviving corporation
      unless the proposed surviving corporation shall, prior to such merger,
      consolidation or reorganization, agree in writing to assume the obligations
      of
      the Company under this Agreement, and for that purpose references hereunder
      to
“Registrable Securities” shall be deemed to be references to the securities
      which the Holders would be entitled to receive in exchange for Registrable
      Securities under any such merger, consolidation or reorganization, provided,
      however, that the provisions of this Agreement shall not apply in the event
      of
      any merger, consolidation or reorganization in which the Company is not the
      surviving corporation if the Holders are entitled to receive in exchange
      therefor (i) cash or (ii) securities of the acquiring corporation which may
      be
      immediately sold to the public pursuant to an effective registration statement
      under the Securities Act or pursuant to an exemption therefrom which permits
      sales without limitation as to volume or the manner of sale on a nationally
      recognized exchange in the United States or on the Principal
      Market.

     

    6.4 Assignment;
      No Third Party Beneficiaries.
      This
      Agreement and the rights, duties and obligations of the Company hereunder may
      not be assigned or delegated by the Company in whole or in part. This Agreement
      and the rights, duties and obligations of the holders of Registrable Securities
      hereunder may be freely assigned or delegated by such holder of Registrable
      Securities in conjunction with and to the extent of any transfer of Registrable
      Securities by any such holder. This Agreement and the provisions hereof shall
      be
      binding upon and shall inure to the benefit of each of the parties and their
      successors and the permitted assigns of the holders of Registrable Securities
      or
      of any assignee of a holder of Registrable Securities. This Agreement is not
      intended to confer any rights or benefits on any persons that are not party
      hereto other than as expressly set forth herein.

     

    6.5 Notices.
      All
      notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”)
      required or permitted to be given hereunder or which are given with respect
      to
      this Agreement shall be in writing and shall be personally served, delivered
      by
      reputable air courier service with charges prepaid, or transmitted by hand
      delivery, telegram, telex or facsimile, addressed as set forth below, or to
      such
      other address as such party shall have specified most recently by written
      notice. Notice shall be deemed given on the date of service or transmission
      if
      personally served or transmitted by telegram, telex or facsimile; provided,
      that
      if such service or transmission is not on a business day or is after normal
      business hours, then such notice shall be deemed given on the next business
      day.
      Notice otherwise sent as provided herein shall be deemed given on the next
      business day following timely delivery of such notice to a reputable air courier
      service with an order for next-day delivery.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    To
      the
      Company:

     

    Affinity
      Media International, Inc.

    1850
      Sawtelle Blvd., Suite 470

    Los
      Angeles, CA 90025

    Attention:
      Peter Engel

    Facsimile
      No:

     

    with
      a
      copy to:

     

    Ellenoff
      Grossman & Schole LLP

    Attention:
      Barry I. Grossman, Esq.

    370
      Lexington Avenue, 19th
      Floor

    New
      York
      City, NY 10017

    Facsimile
      No: 212-370-7889

    


    To
      Hotels:

    


    Hotels
      at
      Home, Inc.

    2
      Daniel
      Road East

    Fairfield,
      NJ 07004

    Facsimile
      No: 973-882-8437

    Attention:
      Robin Ware

    


    with
      a
      copy to:

     

    DLA
      Piper
      US LLP

    1251
      Avenue of the Americas

    New
      York,
      New York 10020

    Attention:
      John E. Depke

    Facsimile
      No:
      212-335-4501

     

    6.6 Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible that is
      valid and enforceable.

     

    6.7 Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    6.8 Entire
      Agreement.
      This
      Agreement (including all agreements entered into pursuant hereto and all
      certificates and instruments delivered pursuant hereto and thereto) constitute
      the entire agreement of the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous agreements, representations,
      understandings, negotiations and discussions between the parties, whether oral
      or written.

     

    6.9 Successors
      and Assigns.
      The
      provisions hereof shall inure to the benefit of, and be binding upon, the
      successors and assigns of the parties hereto.

     

    6.10 Modifications
      and Amendments.
      No
      amendment, modification or termination of this Agreement shall be binding upon
      any party unless executed in writing by such party. 

     

    6.11 Titles
      and Headings.
      Titles
      and headings of sections of this Agreement are for convenience only and shall
      not affect the construction of any provision of this Agreement.

     

    6.12 Waivers
      and Extensions.
      Any
      party to this Agreement may waive any right, breach or default which such party
      has the right to waive, provided that such waiver will not be effective against
      the waiving party unless it is in writing, is signed by such party, and
      specifically refers to this Agreement. Waivers may be made in advance or after
      the right waived has arisen or the breach or default waived has occurred. Any
      waiver may be conditional. No waiver of any breach of any agreement or provision
      herein contained shall be deemed a waiver of any preceding or succeeding breach
      thereof nor of any other agreement or provision herein contained. No waiver
      or
      extension of time for performance of any obligations or acts shall be deemed
      a
      waiver or extension of the time for performance of any other obligations or
      acts.

     

    6.13 Remedies
      Cumulative.
      In the
      event that the Company fails to observe or perform any covenant or agreement
      to
      be observed or performed under this Agreement, any Holder may proceed to protect
      and enforce its rights by suit in equity or action at law, whether for specific
      performance of any term contained in this Agreement or for an injunction against
      the breach of any such term or in aid of the exercise of any power granted
      in
      this Agreement or to enforce any other legal or equitable right, or to take
      any
      one or more of such actions, without being required to post a bond. None of
      the
      rights, powers or remedies conferred under this Agreement shall be mutually
      exclusive, and each such right, power or remedy shall be cumulative and in
      addition to any other right, power or remedy, whether conferred by this
      Agreement or now or hereafter available at law, in equity, by statute or
      otherwise.

     

    6.14 Independent
      Nature of Holders' Obligations and Rights.
      The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto or thereto, shall
      be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Agreement. Each Holder shall be entitled
      to
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement, and it shall not be necessary for any other Holder to
      be
      joined as an additional party in any proceeding for such purpose.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    6.15 
      Titles and Subtitles. The
      titles of the sections and subsections of this Agreement are for convenience
      of
      reference only and are not to be considered in construing this
      Agreement.

     

    6.16 Governing
      Law.
      This
      Agreement shall be governed by, interpreted under, and construed in accordance
      with the internal laws of the State of New York applicable to agreements made
      and to be performed within the State of New York, without giving effect to
      any
      choice-of-law provisions thereof that would compel the application of the
      substantive laws of any other jurisdiction.

     

    6.17 Rule
      144.
      The
      Company covenants that it shall file any reports required to be filed by it
      under the Securities Act and the Exchange Act and shall take such further action
      as the holders of Registrable Securities may reasonably request, all to the
      extent required from time to time to enable such holders to sell Registrable
      Securities without registration under the Securities Act within the limitation
      of the exemptions provided by Rule 144 under the Securities Act, as such Rules
      may be amended from time to time, or any similar Rule or regulation hereafter
      adopted by the Commission.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed and delivered by their duly authorized representatives as of the
      date first written above.

     

    
      	 	 	 
	 	
              AFFINITY
                MEDIA INTERNATIONAL

              CORP.

            
	 
 	 
 	 
 
	
            	By:  	
               

            
	 	 	
              
                

              

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	STOCK
              HOLDERS:
	 	 
	 	
              

            
	 	Robin
              Ware
	 	 
	 	
              

            
	 	
              Michael
                Ware

            
	 	 
	 	
              

            
	 	Raymond
              Romano


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      A

     

    Robin
      Ware

    


    Michael
      Ware

    


    Raymond
      Romano


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      A

     

    Plan
      of Distribution

     

    The
      shares covered by this prospectus may be offered and sold from time to time
      by
      the selling stockholders. The term “selling stockholder” includes pledgees,
      donees, transferees or other successors in interest selling shares received
      after the date of this prospectus from each selling stockholder as a pledge,
      gift, partnership distribution or other non-sale related transfer. The number
      of
      shares beneficially owned by a selling stockholder will decrease as and when
      it
      effects any such transfers. The plan of distribution for the selling
      stockholders' shares sold hereunder will otherwise remain unchanged, except
      that
      the transferees, pledgees, donees or other successors will be selling
      stockholders hereunder. To the extent required, we may amend and supplement
      this
      prospectus from time to time to describe a specific plan of
      distribution.

     

    The
      selling stockholders will act independently of us in making decisions with
      respect to the timing, manner and size of each sale. The selling stockholders
      may make these sales at prices and under terms then prevailing or at prices
      related to the then current market price. The selling stockholders may also
      make
      sales in negotiated transactions. The selling stockholders may offer their
      shares from time to time pursuant to one or more of the following
      methods:

     

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

              


        	 	 	 


        	 	
                
                  ·

                

              	
                one
                  or more 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;

              


        	 	 	 


        	 	
                ·

              	
                public
                  or privately negotiated transactions;

              


        	 	 	 


        	 	
                ·

              	
                through
                  the facilities of any national securities exchange or U.S. inter-dealer
                  quotation system of a registered national securities association,
                  on which
                  the shares are then listed, admitted to unlisted trading privileges
                  or
                  included for quotation);

              


        	 	 	 


        	 	
                ·

              	
                through
                  underwriters, brokers or dealers (who may act as agents or principals)
                  or
                  directly to one or more purchasers;

              


        	 	 	 


        	 	
                ·

              	
                a
                  combination of any such methods of sale;
                  and

              


        	 	 	 


        	 	
                ·

              	
                any
                  other method permitted pursuant to applicable
                  law.

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    In
      connection with distributions of the shares or otherwise, the selling
      stockholders may:

     

    
      
        	
              	·	
                enter
                  into hedging transactions with broker-dealers or other financial
                  institutions, which may in turn engage in short sales of the shares
                  in the
                  course of hedging the positions they
                  assume;

              


        	 	 	 


        	 	
                ·

              	sell
                the shares short and redeliver the shares to close out such short
                positions;


        	 	 	 


        	 	
                ·

              	
                enter
                  into option or other transactions with broker-dealers or other
                  financial
                  institutions which require the delivery to them of shares offered
                  by this
                  prospectus, which they may in turn resell;
                  and

              


        	 	 	 


        	 	
                ·

              	
                pledge
                  shares to a broker-dealer or other financial institution, which,
                  upon a
                  default, they may in turn
                  resell.

              


      

    

     

    In
      addition to the foregoing methods, the selling stockholders may offer their
      shares from time to time in transactions involving principals or brokers not
      otherwise contemplated above, in a combination of such methods or described
      above or any other lawful methods. The selling stockholders may also transfer,
      donate or assign their shares to lenders, family members and others and each
      of
      such persons will be deemed to be a selling stockholder for purposes of this
      prospectus. The selling stockholders or their successors in interest may from
      time to time pledge or grant a security interest in some or all of the shares
      of
      common stock, and if the selling stockholders default in the performance of
      their secured obligations, the pledgees or secured parties may offer and sell
      the shares of common stock from to time under this prospectus; provided however
      in the event of a pledge or then default on a secured obligation by the selling
      stockholder, in order for the shares to be sold under this registration
      statement, unless permitted by law, we must distribute a prospectus supplement
      and/or amendment to this registration statement amending the list of selling
      stockholders to include the pledgee, secured party or other successors in
      interest of the selling stockholder under this prospectus.

     

    The
      selling stockholders may also sell their shares pursuant to Rule 144 under
      the
      Securities Act, which permits limited resale of shares purchased in a private
      placement subject to the satisfaction of certain conditions, including, among
      other things, the availability of certain current public information concerning
      the issuer, the resale occurring following the required holding period under
      Rule 144 and the number of shares being sold during any three-month period
      not
      exceeding certain limitations.

     

    Sales
      through brokers may be made by any method of trading authorized by any stock
      exchange or market on which the shares may be listed or quoted, including block
      trading in negotiated transactions. Without limiting the foregoing, such brokers
      may act as dealers by purchasing any or all of the shares covered by this
      prospectus, either as agents for others or as principals for their own accounts,
      and reselling such shares pursuant to this prospectus. The selling stockholders
      may effect such transactions directly, or indirectly through underwriters,
      broker-dealers or agents acting on their behalf. In effecting sales,
      broker-dealers or agents engaged by the selling stockholders may arrange for
      other broker-dealers to participate. Broker-dealers or agents may receive
      commissions, discounts or concessions from the selling stockholders, in amounts
      to be negotiated immediately prior to the sale (which compensation as to a
      particular broker-dealer might be in excess of customary commissions for routine
      market transactions).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    In
      offering the shares covered by this prospectus, the selling stockholders, and
      any broker-dealers and any other participating broker-dealers who execute sales
      for the selling stockholders, may be deemed to be “underwriters” within the
      meaning of the Securities Act in connection with these sales. Any profits
      realized by the selling stockholders and the compensation of such broker-dealers
      may be deemed to be underwriting discounts and commissions.

     

    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.

    


    
      
        
        

      

      
        3