Exhibit
      4.1

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”)
      is made
      and entered into as of July 17, 2008, by and among China TransInfo Technology
      Corp., a Nevada corporation (formerly called Intra-Asia Entertainment
      Corporation), (collectively with all predecessors thereof, the “Company”),
      and
      the investors signatory hereto (each an “Investor”
      and
      collectively, the “Investors”).

     

    This
      Agreement is made in connection with the Securities Purchase Agreement, dated
      as
      of the date hereof, among the Company and the Investors(the “Purchase
      Agreement”).

     

    The
      Company and the Investors hereby agree as follows: 

     

    1. Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement will have the respective meanings given such terms in the
      Purchase Agreement. As used in this Agreement, the following terms have the
      respective meanings set forth in this Section 1:

     

    “Advice”
      has
      the
      meaning set forth in Section 6(d).

     

    “Commission
      Comments” means
      written comments pertaining
      solely to Rule 415 which
      are
      received by the Company from the Commission to a filed Registration Statement,
      a
      copy of which shall have been provided by the Company to the Holders, which
      either (i) requires the Company to limit the number of Registrable Securities
      which may be included therein to a number which is less than the number sought
      to be included thereon as filed with the Commission or (ii) requires the Company
      to either exclude Registrable Securities held by specified Holders or deem
      such
      Holders to be underwriters with respect to Registrable Securities they seek
      to
      include in such Registration Statement.

     

    “Cut
      Back Shares”
has
      the
      meaning set forth in Section 2(b).

     

    “Effective
      Date”
      means,
      as to a Registration Statement, the date on which such Registration Statement
      is
      first declared effective by the Commission.

     

    “Effectiveness
      Date”
      means:


     

    (a)
      with
      respect to the initial Registration Statement required to be filed pursuant
      to
      Section 2(a), the earlier of: (i) the 180th
      day
      following the Closing Date and (ii) the fifth Trading Day following the date
      on
      which the Company is notified by the Commission that the initial Registration
      Statement will not be reviewed or is no longer subject to further review and
      comments; 

     

    (b)
      with
      respect to any additional Registration Statements required to be filed pursuant
      to Section 2(a), the earlier of: (i) the 75th
      day
      following the applicable Filing Date for such additional Registration
      Statement(s) and (ii) the fifth Trading Day following the date on which the
      Company is notified by the Commission that such additional Registration
      Statement(s) will not be reviewed or is no longer subject to further review;
      

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (c)
      with
      respect to any additional Registration Statements required to be filed pursuant
      to Section 2(c), the earlier of: (i) the 75th
      day
      following the Filing Date for any Registration Statement required to be filed
      under Section 2(c) and (ii) the fifth Trading Day following the date on which
      the Company is notified by the Commission that such Registration Statement
      will
      not be reviewed or is no longer subject to further review and comments; and
      

     

    (d)
      with
      respect to a Registration Statement required to be filed under Section 2(d),
      the
      earlier of: (i) the 60th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock; provided,
      that,
      if the Commission reviews and has written comments to such filed Registration
      Statement that would require the filing of a pre-effective amendment thereto
      with the Commission, then the Effectiveness Date under this clause (d)(i) shall
      be the 90th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock, provided
      further,
      that if
      the filing under this Section 2(d) is also the filing required under Section
      2(a), then the Effectiveness Date for such filing in the instance where the
      Commission has written comments shall be the 180th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock, and (ii) the fifth Trading Day following
      the date on which the Company is notified by the Commission that the
      Registration Statement will not be reviewed or is no longer subject to further
      review and comments. 

     

    (e)
      with
      respect to a Registration Statement required to be amended or a Registration
      Statement required to be filed under Section 2(e), the fifth Trading Day
      following the date on which the Company is notified by the Commission that
      such
      Registration Statement will not be reviewed or is no longer subject to further
      review and comments and the Underwriter instructs the Company to request for
      effectiveness of such Registration Statement.

     

    “Effectiveness
      Period”
      means,
      as to any Registration Statement required to be filed pursuant to this
      Agreement, the period commencing on the Effective Date of such Registration
      Statement and ending on the earliest to occur of (a) the fifth anniversary
      of
      such Effective Date, (b) such time as all of the Registrable Securities covered
      by such Registration Statement have been publicly sold by the Holders of the
      Registrable Securities included therein, or (c) such time as all of the
      Registrable Securities covered by such Registration Statement may be sold by
      the
      Holders without volume restrictions pursuant to Rule 144 as determined by the
      counsel to the Company pursuant to a written opinion letter to such effect,
      addressed and acceptable to the Company’s transfer agent and the affected
      Holders; provided however,
      that if
      any Registration Statement is required to be amended or filed pursuant to
      Section 2(e), then the Effectiveness Period shall be tolled until the date
      when
      such amendment to or filing of the Registration Statement becomes
      effective.

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

    


    
      
        
          
          

        

        
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    “Filing
      Date”
      means:


     

    (a)
      with
      respect to the initial Registration Statement required to be filed pursuant
      to
      Section 2(a), the 45th
      day
      following the Closing Date; 

     

    (b)
      with
      respect to any additional Registration Statements required to be filed pursuant
      to Section 2(a), the 30th
      day
      following the Effective Date for the last Registration Statement filed pursuant
      to this Agreement under Section 2(a); 

     

    (c)
      with
      respect to any additional Registration Statements required to be filed pursuant
      to Section 2(c), each such Registration Statement shall be filed by the earlier
      of:

     

    (i) for
      the
      initial Registration Statement required to be filed under Section 2(c), the
      six-month anniversary of the Effective Date of the Registration Statement
      required to be filed under Section 2(a) and for all subsequent Registration
      Statements filed pursuant to Section 2(c), the six-month anniversary of the
      Effective Date of the immediately preceding Registration Statement required
      to
      be filed under Section 2(c), as applicable, and

     

    (ii)
      for
      the initial Registration Statement required to be filed under Section 2(c),
      the
      60th
      day
      following such time as 75% of all Registrable Securities which are included
      in
      the Registration Statement required to be filed under Section 2(a) have been
      sold and for all subsequent Registration Statements, the 60th
      day
      following such time as 75% of all Registrable Securities which are included
      in
      the immediately preceding Registration Statement required to be filed under
      Section 2(c) have been sold, as applicable; and 

     

    (d)
      with
      respect to a Registration Statement required to be filed under Section 2(d),
      the
      30th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock. 

     

    (e)
      with
      respect to any filing of or amendment to a Registration Statement required
      pursuant to Section 2(e), the 30th
      day
      following the receipt of the Instruction pursuant to the notice procedures
      set
      forth in Section 6(j). 

     

    “Holder”
      or
“Holders”
      means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

     

    “Indemnified
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Losses”
      has the
      meaning set forth in Section 5(a).

     

    “New
      York Courts”
      means
      the state and federal courts sitting in the City of New York, Borough of
      Manhattan.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

    


    
      
        
          
          

        

        
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    “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 430A 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 a 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.

     

    “Registrable
      Securities”
      means:
      (i) the Shares and (ii) any securities issued or issuable upon any stock split,
      dividend or other distribution, recapitalization or similar events with respect
      to, or in exchange for, or in replacement of the Shares. Notwithstanding the
      foregoing, a security shall cease to be a Registrable Security for purposes
      of
      this Agreement from and after such time (x) as the Holder of such security
      may
      resell such security without volume restrictions under Rule 144, as determined
      by the counsel to the Company pursuant to a written opinion letter to such
      effect, addressed and acceptable to the Company’s transfer agent and the
      affected holders; or (y) such security has been sold by a person pursuant to
      a
      registration statement under the Securities Act that has been declared effective
      and such Registrable Securities have been disposed of pursuant to such effective
      registration statement. 

     

    “Registration
      Statement”
      means
      the initial registration statement required to be filed in accordance with
      Section 2(a) and any additional registration statements required to be filed
      under this Agreement, including in each case the Prospectus, amendments and
      supplements to such registration statements or Prospectus, including pre- and
      post-effective amendments, all exhibits thereto, and all materials incorporated
      by reference or deemed to be incorporated by reference therein.

     

    “Rule
      144”
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      415”
      means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      424”
      means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “SEC
      Restrictions”
has
      the
      meaning set forth in Section 2(b).

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Selling
      Holder Questionnaire”
      means
      the selling security holder notice and questionnaire attached as Annex B
      hereto.

    


    
      
        
          
          

        

        
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    “Shares”
      means
      the shares of Common Stock, par value $0.001 per share, issued or issuable
      to
      the Investors pursuant to the Purchase Agreement.

     

    “424
      Prospectus”
has
      the
      meaning set forth in Section 2(a). 

     

    2. Registration.

     

    (a) On
      or
      prior to the applicable Filing Date, the Company shall prepare and file with
      the
      Commission a Registration Statement covering the resale of all Registrable
      Securities not already covered by an existing and effective Registration
      Statement for an offering to be made on a continuous basis pursuant to Rule
      415.
Each
      Registration Statement required to be filed under this Agreement shall be filed
      on Form S-1 (or if the Company is not then eligible to utilize such form of
      registration, it shall utilize such other available form appropriate for such
      purpose) and
      contain (except if otherwise required pursuant to written comments received
      from
      the Commission upon a review of such Registration Statement, provided however
      that no Holder shall be characterized as an underwriter unless such
      characterization is consistent with written information provided by the Holder
      in the Selling Holder Questionnaire) the “Plan of Distribution” attached hereto
      as Annex
      A.
      The
      Company shall cause each Registration Statement required to be filed under
      this
      Agreement to be declared effective under the Securities Act as
      soon as
      possible but, in any event, no later than its Effectiveness Date, and shall
      use
      its reasonable best efforts to keep each such Registration Statement
      continuously effective during its entire Effectiveness Period. By 5:00 p.m.
      (New
      York City time) on the Business Day immediately following the Effective Date
      of
      each Registration Statement, the Company shall file with the Commission in
      accordance with Rule 424 under the Securities Act the final prospectus to be
      used in connection with sales pursuant to such Registration Statement (the
      “424
      Prospectus”)
      (whether or not such filing is technically required under such Rule). If for
      any
      reason other than due solely to SEC Restrictions, a Registration Statement
      is
      effective but not all outstanding Registrable Securities are registered for
      resale pursuant thereto, then the Company shall prepare and file by the
      applicable Filing Date an additional Registration Statement to register the
      resale of all such unregistered Registrable Securities for an offering to be
      made on a continuous basis pursuant to Rule 415. 

     

    (b) Notwithstanding
      anything to the contrary contained in this Section 2, if the Company receives
      Commission Comments, and following discussions with and responses to the
      Commission in which the Company uses its reasonable best efforts to cause as
      many Registrable Securities for
      as
      many Holders as possible to be included in the Registration Statement filed
      pursuant to Section 2(a) without characterizing any Holder as an underwriter
      unless such characterization is consistent with written information provided
      by
      the Holder in the Selling Holder Questionnaire (and in such regard uses its
      reasonable best efforts to cause the Commission to permit the affected Holders
      or their respective counsel to participate in Commission conversations on such
      issue together with Company Counsel, and timely conveys relevant information
      concerning such issue with the affected Holders or their respective counsel),
      the Company is unable to cause the inclusion of all Registrable Securities,
      then
      the Company may, following not less than three (3) Trading Days (as defined
      in
      the Purchase Agreement) prior written notice to the Holders (i) remove from
      the
      Registration Statement such Registrable Securities (the “Cut
      Back Shares”)
      provided,
      that
      the number of shares that may be included in the Registration Statement will
      be
      allocated to the Holders of such Registrable Securities on a pro rata basis
      (as
      nearly as practicable) based on the number of Registrable Securities held by
      all
      such Holders, provided
      further,
      that no
      Registrable Securities will be excluded unless and until all other securities
      of
      the Company and other stockholders not holding Registrable Securities hereunder
      who were to participate in an offering subject to a Registration Statement
      have
      been excluded; and/or (ii) agree to such restrictions and limitations on the
      registration and resale of the Registrable Securities, in each case as the
      Commission may require in order for the Commission to allow such Registration
      Statement to become effective; provided,
      that in
      no event may the Company characterize any Holder as an underwriter unless such
      characterization is consistent with written information provided by the Holder
      in the Selling Holder Questionnaire (the restrictions in subclause (i) and
      (ii)
      above referred to herein as, the “SEC
      Restrictions”).
      

    


    
      
        
          
          

        

        
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    (c) If
      all of
      the Registrable Securities to be included in the Registration Statement filed
      pursuant to Section 2(a) cannot be so included due to Commission Comments,
      then
      the Company shall prepare and file by the applicable Filing Date for such
      Registration Statement(s), such number of additional Registration Statements
      as
      may be necessary in order to ensure that all Registrable Securities are covered
      by an existing and effective Registration Statement. Accordingly, if for
      example, an initial Registration Statement is filed under this Section 2(c)
      to
      register shares omitted from a Registration Statement filed under Section 2(a)
      due to Commission Comments and Commission Comments again require shares to
      be
      removed for such newly filed Registration Statement under this Section 2(c),
      then the Company will prepare and file additional Registration Statements until
      such time as all such required shares are covered by effective Registration
      Statements. The Company shall cause such Registration Statement to be declared
      effective under the Securities Act as soon as possible but, in any event, by
      its
      Effectiveness Date, and shall use its reasonable best efforts to keep such
      Registration Statement continuously effective under the Securities Act during
      the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the
      Business Day immediately following the Effective Date of such Registration
      Statement, the Company shall file with the Commission in accordance with Rule
      424 under the Securities Act the 424 Prospectus (whether or not such filing
      is
      technically required under such Rule). 

     

    (d) Promptly
      following any date on which the Company becomes eligible to use a registration
      statement on Form S-3 to register Registrable Securities for resale, the Company
      shall file a Registration Statement on Form S-3 covering all Registrable
      Securities (or a post-effective amendment on Form S-3 to the then effective
      Registration Statement) and shall cause such Registration Statement to be filed
      by the Filing Date for such Registration Statement and declared effective under
      the Securities Act as soon as possible thereafter, but in any event prior to
      the
      Effectiveness Date therefor. Such
      Registration Statement shall contain (except if otherwise required pursuant
      to
      written comments received from the Commission upon a review of such Registration
      Statement, provided that no Holder shall be characterized as an underwriter
      unless such characterization is consistent with written information provided
      by
      the Holder in the Selling Holder Questionnaire) the “Plan of Distribution”
attached hereto as Annex
      A.
      The
      Company shall use its reasonable best efforts to keep such Registration
      Statement continuously effective under the Securities Act during the entire
      Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day
      immediately following the Effective Date of such Registration Statement, the
      Company shall file with the Commission in accordance with Rule 424 under the
      Securities Act the 424 Prospectus (whether or not such filing is technically
      required under such Rule). 

    


    
      
        
          
          

        

        
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    (e) Until
      the
      fifth anniversary of the date hereof, the Investors may notify the Company
      in
      writing, pursuant to Section 6(j) below, that they will be selling their
      Registrable Securities pursuant to a firm commitment underwritten offering
      (an
“Underwritten
      Offering”),
      by an
      underwriter which shall be reasonably acceptable to the Company (the
“Underwriter”).
      The
      Underwriter and the Investors shall instruct (the “Instruction”)
      the
      Company to file or amend a Registration Statement (or if the Company is not
      then
      eligible to utilize the form of registration that the effective Registration
      Statement is in for the Underwritten Offering, it shall re-file a registration
      statement on such other available form appropriate for such purposes) to allow
      the Underwritten Offering to be conducted pursuant to an effective registration
      statement. On or prior to the applicable Filing Date, the Company will include
      any information required about the Underwritten Offering in the Registration
      Statement covering the resale of all Registrable Securities as specified in
      Section 2(a) to 2(d) above. The Company shall cause each Registration Statement
      required to be filed under this Agreement to be declared effective under the
      Securities Act as soon as possible but, in any event, no later than its
      Effectiveness Date, and shall use its reasonable best efforts to keep each
      such
      Registration Statement continuously effective during its entire Effectiveness
      Period. By 5:00 p.m. (New York City time) on the Business Day immediately
      following the Effective Date of each Registration Statement, the Company shall
      file with the Commission in accordance with Rule 424 under the Securities Act
      the final prospectus to be used in connection with sales pursuant to such
      Registration Statement (the “424 Prospectus”) (whether or not such filing is
      technically required under such Rule). 

     

    (f) If:
      (i) a
      Registration Statement is not filed on or prior to its Filing Date covering
      the
      Registrable Securities required under this Agreement to be included therein
      (if
      the Company files a Registration Statement without affording the Holders the
      opportunity to review and comment on the same as required by Section 3(a)
      hereof, the Company shall not be deemed to have satisfied this clause (i)),
      or
      (ii) a Registration Statement is not declared effective by the Commission on
      or
      prior to its required Effectiveness Date or if by the Business Day immediately
      following the Effective Date the Company shall not have filed a “final”
prospectus for the Registration Statement with the Commission under Rule 424(b)
      (whether or not such a prospectus is technically required by such Rule), or
      (iii) after its Effective Date, without regard for the reason thereunder or
      efforts therefore, such Registration Statement ceases for any reason to be
      effective and available to the Holders as to the Registrable Securities to
      which
      it is required to cover at any time prior to the expiration of its Effectiveness
      Period for more than an aggregate of 30 Trading Days (which need not be
      consecutive) (any such failure or breach being referred to as an “Event,”
and
      for purposes of clauses (i) or (ii) the date on which such Event occurs, or
      for
      purposes of clause (iii) the date which such 30 Trading Day-period is exceeded,
      being referred to as “Event
      Date”),
      then
      in addition to any other rights the Holders may have hereunder or under
      applicable law: on each such Event Date, and on each monthly anniversary of
      each
      such Event Date (if the applicable Event shall not have been cured by such
      date)
      until the applicable Event is cured, the Company shall pay to each Holder an
      amount in cash, as partial liquidated damages and not as a penalty, equal to
      1.0% of the aggregate Investment Amount paid by such Holder for Securities
      pursuant to the Purchase Agreement; provided, however, that the total amount
      of
      partial liquidated damages payable by the Company pursuant to all Events under
      this Section shall be capped at an aggregate of 8.0% of the aggregate Investment
      Amount paid by the Investors under the Purchase Agreement. The partial
      liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata
      basis for any portion of a month prior to the cure of an Event, except for
      the
      day of the first Event Date. In no event will the Company be liable for
      liquidated damages under this Agreement in excess of 1.0% of the aggregate
      Investment Amount of the Investors in any 30-day period. The Company shall
      not
      be liable for liquidated damages under this Agreement as to any Registrable
      Securities which are not permitted by the Commission to be included in a
      Registration Statement due solely to Commission Comments from the time that
      it
      is determined that such Registrable Securities are not permitted to be
      registered solely due to Commission Comments until such time as the provisions
      of this Agreement as to the next applicable Registration Statement required
      to
      be filed hereunder are triggered, in which case the provisions of this Section
      2(e) shall once again apply, if applicable.

    


    
      
        
          
          

        

        
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    (g) Each
      Holder agrees to furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex
      B
      (a
“Selling
      Holder Questionnaire”).
      The
      Company shall not be required to include the Registrable Securities of a Holder
      in a Registration Statement and shall not be required to pay any liquidated
      or
      other damages under Section 2(d) to any Holder who fails to furnish to the
      Company a fully completed Selling Holder Questionnaire at least two Trading
      Days
      prior to the Filing Date (subject to the requirements set forth in Section
      3(a)).

     

    3. Registration
      Procedures.

     

    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

     

    (a) Not
      less
      than three Trading Days prior to the filing of a Registration Statement or
      any
      related Prospectus, other than a 424 Prospectus, or any amendment or supplement
      thereto, the Company shall furnish to each Holder copies of such document as
      proposed to be filed, which documents will be subject to the review of such
      Holder; provided,
      however,
      that
      the Company shall not have the obligation under this Section 3(a) with respect
      to the filing of the 424 Prospectus pursuant to Sections 2(a), 2(c) and 2(d).
      Such documents may be delivered to such Holder via electronic mail (i.e.,
      e-mail). The Company shall not file a Registration Statement, any Prospectus
      or
      any amendments or supplements thereto in which the “Selling Stockholder” section
      thereof differs from the disclosure received from a Holder in its Selling Holder
      Questionnaire (as amended or supplemented). The Company shall not file a
      Registration Statement, any Prospectus or any amendments or supplements thereto
      in which it (i) characterizes any Holder as an underwriter, unless such
      characterization is consistent with written information provided by the Holder
      in the Selling Holder Questionnaire, (ii) excludes a particular Holder due
      to
      such Holder refusing to be named as an underwriter, or (iii) reduces the
      number of Registrable Securities being registered on behalf of a Holder except
      pursuant to, in the case of this subsection (iii), Section 2(b) above, without,
      in each case, such Holder’s express written authorization.

    


    
      
        
          
          

        

        
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    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to each Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep such Registration Statement continuously
      effective as to the applicable Registrable Securities for its Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) 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; (iii) respond as promptly as
      reasonably possible to any comments received from the Commission with respect
      to
      each Registration Statement or any amendment thereto and, as promptly as
      reasonably possible provide the Holders true and complete copies of all
      correspondence from and to the Commission relating to such Registration
      Statement that would not result in the disclosure to the Holders of material
      and
      non-public information concerning the Company; and (iv) comply in all material
      respects with the provisions of the Securities Act and the Exchange Act with
      respect to the Registration Statement(s) and the disposition of all Registrable
      Securities covered by each Registration Statement.

     

    (c) Notify
      the Holders as promptly as reasonably possible (and, in the case of (i)(A)
      below, not less than three Trading Days prior to such filing and, in the case
      of
      (v) below, not less than three Trading Days prior to the financial statements
      in
      any Registration Statement becoming ineligible for inclusion therein) and (if
      requested by any such Person) confirm such notice in writing no later than
      one
      Trading Day following the day (i)(A) when a Prospectus or any Prospectus
      supplement, other than a 424 Prospectus, or post-effective amendment to a
      Registration Statement is proposed to be filed; (B) when the Commission notifies
      the Company whether there will be a “review” of such Registration Statement and
      whenever the Commission comments in writing on such Registration Statement
      (the
      Company shall provide true and complete copies thereof and all written responses
      thereto to each of the Holders that pertain to the Holders as a Selling
      Stockholder or to the Plan of Distribution, but not information which the
      Company believes would constitute material and non-public information); and
      (C)
      with respect to each Registration Statement or any post-effective amendment,
      when the same has become effective; (ii) of any request by the Commission or
      any
      other Federal or state governmental authority for amendments or supplements
      to a
      Registration Statement or Prospectus or for additional information; (iii) of
      the
      issuance by the Commission of any stop order suspending the effectiveness of
      a
      Registration Statement covering any or all of the Registrable Securities or
      the
      initiation of any Proceedings for that purpose; (iv) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (v) of the occurrence of any event or passage of time that makes
      the financial statements included in a Registration Statement ineligible for
      inclusion therein or any statement made in such Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      such
      Registration Statement, Prospectus or other documents so that, in the case
      of
      such Registration Statement or the Prospectus, as the case may be, it will
      not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.

     

    (d) Use
      its
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of a 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.

    


    
      
        
          
          

        

        
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    (e) Furnish
      to each Holder, without charge and at the option of the Company in electronic
      format, at least one conformed copy of each Registration Statement and each
      amendment thereto and all exhibits to the extent requested by such Person
      (including those previously furnished) promptly after the filing of such
      documents with the Commission.

     

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

     

    (g) Prior
      to
      any public offering of Registrable Securities, register or qualify such
      Registrable Securities for offer and sale under the state securities or Blue
      Sky
      laws of all jurisdictions within the United States as any Holder may request,
      to
      keep each such registration or qualification (or exemption therefrom) effective
      during the Effectiveness Period and to do any and all other acts or things
      necessary or advisable to enable the disposition in such jurisdictions of the
      Registrable Securities covered by the Registration Statements; provided,
      however,
      in
      connection with any such registration or qualification, the Company shall not
      be
      required to (i) qualify to do business in any jurisdiction where the Company
      would not otherwise be required to qualify, (ii) subject itself to general
      taxation in any such jurisdiction, (iii) file a general consent to service
      of
      process in any jurisdiction, or (iv) make any change to the Company’s Articles
      of Incorporation or bylaws.

     

    (h) Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be delivered to a transferee
      pursuant to the Registration Statement(s), which certificates shall be free,
      to
      the extent permitted by the Purchase Agreement, of all restrictive legends,
      and
      to enable such Registrable Securities to be in such denominations and registered
      in such names as any such Holders may request.

     

    (i) Upon
      the
      occurrence of any event contemplated by Section 3(c)(v), as promptly as
      reasonably possible, prepare a supplement or amendment, including a
      post-effective amendment, to the affected Registration Statements or a
      supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, no Registration Statement nor any Prospectus
      will
      contain an untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading.


     

    (j) in
      the
      event of any Underwritten Offering pursuant to Section 2(e) above, promptly
      enter into and perform its obligations under an underwriting agreement, in
      usual
      and customary form, with the managing underwriter of such offering and take
      such
      other actions as the underwriters deem necessary to expedite or facilitate
      the
      disposition of the Registrable Securities (including, without limitation,
      effecting a stock split or combination or causing its officers to participate
      in
“road shows” to the extent possible given the Company’s business needs).


    


    
      
        
          
          

        

        
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    (k) cause
      all
      such Registrable Securities registered pursuant hereunder to be listed on each
      securities exchange on which similar securities issued by the Company are then
      listed.

     

    (l) provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      hereunder and a CUSIP number for all such Registrable Securities, in each case
      not later than the effective date of such registration.

     

    (m) in
      the
      event of any Underwritten Offering pursuant to Section 2(e) above, use
      reasonable best efforts to furnish, on the date that such Registrable Securities
      are delivered to the underwriters for sale (i) an opinion, dated as of 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 and reasonably satisfactory to a majority in
      interest of the Holders, addressed to the underwriters and to the Holders,
      and
      (ii) a “comfort” letter dated as of 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 and reasonably satisfactory to a majority in interest of the
      Holders, addressed to the underwriters and to the Holders. 

     

    (n) the
      Company will cooperate fully with the Investors and the Underwriters and will
      use reasonable best efforts to declare effective and maintain the effectiveness
      of any and all Registration Statements required hereunder as soon as possible
      pursuant to this Agreement, and will take such further actions and execute
      such
      further documents and instruments as may reasonably be requested by the
      Investors or the Underwriters to carry out the provisions of this
      Agreement.

     

    4. Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to a Registration Statement. The fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with any
      Trading Market on which the Common Stock is then listed for trading, and (B)
      in
      compliance with applicable state securities or Blue Sky laws), (ii) printing
      expenses (including, without limitation, expenses of printing certificates
      for
      Registrable Securities and of printing prospectuses if the printing of
      prospectuses is reasonably requested by the holders of a majority of the
      Registrable Securities included in the Registration Statement), (iii) messenger,
      telephone and delivery expenses, (iv) fees and disbursements of counsel for
      the
      Company, (v) Securities Act liability insurance, if the Company so desires
      such
      insurance, and (vi) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement. In addition, the Company shall be responsible for all of its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit and the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder. In no event shall the Company be
      responsible for any broker or similar commissions incurred by any Holder or,
      except to the extent provided for in the Transaction Documents, any legal fees
      or other cost of the Holders in connection with this Agreement.

    


    
      
        
          
          

        

        
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    5. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents, investment advisors,
      partners, members and employees of each of them, each Person who controls any
      such Holder (within the meaning of Section 15 of the Securities Act or Section
      20 of the Exchange Act) and the officers, directors, agents and employees of
      each such controlling Person, to the fullest extent permitted by applicable
      law,
      from and against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, reasonable costs of preparation and reasonable
      attorneys’ fees) and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in any Registration Statement, any Prospectus
      or
      any form of prospectus or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein (in the case of any Prospectus or form of prospectus
      or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (1) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement, such Prospectus or such form of Prospectus or in
      any
      amendment or supplement thereto (it being understood that the Holder has
      approved Annex A hereto for this purpose) or (2) in the case of an occurrence
      of
      an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder
      of an outdated or defective Prospectus after the Company has notified such
      Holder in writing that the Prospectus is outdated or defective and prior to
      the
      receipt by such Holder of an Advice or an amended or supplemented Prospectus,
      but only if and to the extent that following the receipt of the Advice or the
      amended or supplemented Prospectus the misstatement or omission giving rise
      to
      such Loss would have been corrected. The Company shall notify the Holders
      promptly of the institution, threat or assertion of any Proceeding of which
      the
      Company is aware in connection with the transactions contemplated by this
      Agreement.

    


    
      
        
          
          

        

        
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    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, arising solely out of or based solely
      upon: (x) such Holder’s failure to comply with the prospectus delivery
      requirements of the Securities Act or (y) any untrue statement of a material
      fact contained in any Registration Statement, any Prospectus, or any form of
      prospectus, or in any amendment or supplement thereto, or any omission of a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading to the extent, but only to the extent that, (1) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement (it being understood that the Holder has approved
      Annex A hereto for this purpose), such Prospectus or such form of Prospectus
      or
      in any amendment or supplement thereto or (2) in the case of an occurrence
      of an
      event of the type specified in Section 3(c)(ii)-(v), the use by such Holder
      of
      an outdated or defective Prospectus after the Company has notified such Holder
      in writing that the Prospectus is outdated or defective and prior to the receipt
      by such Holder of an Advice or an amended or supplemented Prospectus, but only
      if and to the extent that following the receipt of the Advice or the amended
      or
      supplemented Prospectus the misstatement or omission giving rise to such Loss
      would have been corrected. In no event shall the liability of any selling Holder
      hereunder be greater in amount than the dollar amount of the net proceeds
      received by such Holder upon the sale of the Registrable Securities giving
      rise
      to such indemnification obligation.

     

    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to the Indemnified Party
      and
      the payment of all fees and expenses incurred in connection with defense
      thereof; provided,
      that
      the failure of any Indemnified Party to give such notice shall not relieve
      the
      Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
      except (and only) to the extent that it shall be finally determined by a court
      of competent jurisdiction (which determination is not subject to appeal or
      further review) that such failure shall have proximately and materially
      adversely prejudiced the Indemnifying Party.

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly, but in any
      event within fifteen (15) days of receiving notice of such Proceeding, to assume
      the defense of such Proceeding, notify the Indemnified Party of such assuption
      and to employ counsel reasonably satisfactory to such Indemnified Party in
      any
      such Proceeding; or (3) the named parties to any such Proceeding (including
      any
      impleaded parties) include both such Indemnified Party and the Indemnifying
      Party, and such Indemnified Party shall have been advised by counsel that a
      conflict of interest is likely to exist if the same counsel were to represent
      such Indemnified Party and the Indemnifying Party (in which case, if such
      Indemnified Party notifies the Indemnifying Party in writing that it elects
      to
      employ separate counsel at the expense of the Indemnifying Party, the
      Indemnifying Party shall not have the right to assume the defense thereof and
      such counsel shall be at the expense of the Indemnifying Party); provided,
      that,
      the Indemnifying Party shall pay for no more than two separate sets of counsel
      for all Indemnified Parties and such legal counsel shall be selected by Holders
      of no less than a majority in interest of the then outstanding Registrable
      Securities The Indemnifying Party shall not be liable for any settlement of
      any
      such Proceeding effected without its written consent, which consent shall not
      be
      unreasonably withheld. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending
      Proceeding in respect of which any Indemnified Party is a party, unless such
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability on claims that are the subject matter of such Proceeding.

    


    
      
        
          
          

        

        
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    All
      fees
      and expenses of the Indemnified Party (including reasonable fees and expenses
      to
      the extent incurred in connection with investigating or preparing to defend
      such
      Proceeding in a manner not inconsistent with this Section) shall be paid to
      the
      Indemnified Party, as incurred, within ten Trading Days of written notice
      thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided,
      that
      the Indemnifying Party may require such Indemnified Party to undertake to
      reimburse all such fees and expenses to the extent it is finally judicially
      determined that such Indemnified Party is not entitled to indemnification
      hereunder).

     

    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party (by reason of public policy or otherwise), then each
      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 Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses
      incurred by such party in connection with any Proceeding to the extent such
      party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms.

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which
      the
      proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission.

    


    
      
        
          
          

        

        
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    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.

     

    6. Miscellaneous.

     

    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate.

     

    (b) No
      Piggyback on Registrations.
      Except
      as and to the extent specified in Schedule 3.1(v) to the Purchase Agreement,
      neither the Company nor any of its security holders (other than the Holders
      in
      such capacity pursuant hereto) may include securities of the Company in a
      Registration Statement other than the Registrable Securities, and the Company
      shall not, until the termination of the Effectiveness Period enter into any
      agreement providing any such right to any of its security holders. 

     

    (c) Compliance.
      Each
      Holder covenants and 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.

     

    (d) Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c), such Holder will forthwith 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 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.

     

    (e) Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and 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 each Holder written notice of such determination and, if within
      fifteen (15) calendar 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, subject to customary underwriter cutbacks applicable to all holders
      of registration rights.

    


    
      
        
          
          

        

        
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    (f) Underwriter’s
      Cutback.
      Notwithstanding the foregoing, if a Registration Statement filed pursuant to
      Section 6(e) involves an underwritten offering and the managing underwriter
      or
      underwriters of such proposed underwritten offering determines that the total
      or
      kind of securities which the Holders and any other Persons intend to include
      in
      such offering would be reasonably likely to adversely affect the price,
      marketability or distribution of the securities offered in such offering, then
      the Company shall include in such Registration Statement (i) first, one hundred
      percent (100%) of the securities that the Company (if the Person initiating
      such
      Registration is the Company) proposes to sell, (ii) second, to the extent of
      the
      amount of securities which all Holders have requested to be included in such
      Registration Statement, which, in the opinion of the managing underwriter or
      underwriters, can be sold without such adverse effect referred to above, such
      amount to be allocated pro rata among all such Holders based upon the relative
      aggregate amount of gross proceeds to be received by such Holders in the
      offering, and (iii) third, the securities of any other Person, which, in the
      opinion of the managing underwriter or underwriters, can be sold without such
      adverse effect referred to above.

     

    (g) No
      Other Registration Rights. 
      The
      Company hereby represents that it is not subject to any contractual obligation
      for registration rights to register any of its securities under the Securities
      Act, except for (i) the registration of the 2008 Make Good Shares (as defined
      therein) pursuant to the Registration Rights Agreement, dated May 14, 2007,
      with
      certain investors, if any; and (ii) such registration obligations that have
      already been satisfied. 

     

    (h) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this Section 6(f),
      may
      not be amended, modified or supplemented, and waivers or consents to departures
      from the provisions hereof may not be given, unless the same shall be in writing
      and signed by the Company and the Holders of no less than a majority in interest
      of the then outstanding Registrable Securities. Notwithstanding the foregoing,
      a
      waiver or consent to depart from the provisions hereof with respect to a matter
      that relates exclusively to the rights of certain Holders and that does not
      directly or indirectly affect the rights of other Holders may be given by
      Holders of at least a majority of the Registrable Securities to which such
      waiver or consent relates; provided,
      further
      that no amendment or waiver to any provision of this Agreement relating to
      naming any Holder or requiring the naming of any Holder as an underwriter may
      be
      effected in any manner inconsistent with the written information provided by
      the
      Holder in the Selling Holder Questionnaire. Section 2(a) may not be amended
      or
      waived except by written consent of each Holder affected by such amendment
      or
      waiver. 

     

    (i) Reports
      Under Exchange Act.
      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 SEC that may
      at
      any time permit a Holder to sell securities of the Company to the public without
      registration or pursuant to a registration on Form S-3, the Company agrees,
      after the earliest of the closing of the sale of securities by the Company
      pursuant to a registration statement, the registration by the Company of a
      class
      of securities under Section 12 of the Exchange Act, or the issuance by the
      Company of an offering circular pursuant to Regulation A under the Act, to
      use
      its reasonable best efforts:

    


    
      
        
          
          

        

        
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              ·

            	
              to
                make and keep current public information about the Company available
                (as
                those terms are understood and defined in Rule 144 under the Securities
                Act), at all times ;

            


    

     

    
      	 	
              ·

            	
              to
                take such action, including the voluntary registration of its Common
                Stock
                under Section 12 of the Exchange Act, as is necessary to enable the
                Holders to utilize Form S-3 for the resale of their Registrable
                Securities;

            


    

     

    
      	 	
              ·

            	
              to
                file with the SEC in a timely manner all reports and other documents
                required of the Company under the Act and the Exchange Act;
                and

            


    

     

    
      	 	
              ·

            	
              to
                furnish to any Holder, so long as the Holder owns any Registrable
                Securities, forthwith 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), 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 filed by the Company under the Exchange
                Act and (iii) such other information as such Holder may reasonably
                request
                in order to avail itself of any similar rule or regulation of the
                SEC that
                permits the selling of any such securities without registration or
                pursuant to such form.

            


    

     

    (j) Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile (provided the sender receives a machine-generated
      confirmation of successful transmission) at the facsimile number specified
      in
      this Section or (ii) electronic mail (i.e., Email) prior to 6:30 p.m. (New
      York
      City time) on a Trading Day, (b) the next Trading Day after the date of
      transmission, if such notice or communication is delivered via facsimile at
      the
      facsimile number specified in this Section or (ii) electronic mail (i.e., Email)
      on a day that is not a Trading Day or later than 6:30 p.m. (New York City time)
      on any Trading Day, (c) the Trading Day following the date of mailing, if sent
      by U.S. nationally recognized overnight courier service, or (d) upon actual
      receipt by the party to whom such notice is required to be given. The address
      for such notices and communications shall be as follows:

     

    
      	
              If
                to the Company:

            	
              China
                TransInfo Technology Corp.

            
	 	
              07
                Floor E-Wing Center, No. 113 Zhichunlu, Haidan District, Beijing,
                People’s
                Republic of China 100086

            
	 	
              Attn:
                Chief Executive Officer

            
	 	
              Facsimile:
                86-10-62637657

            
	 	 
	
              With
                a copy to:

            	
              Thelen
                Reid Brown Raysman & Steiner LLP

            
	 	
              701
                8th Street NW

            
	 	
              Washington,
                D.C. 20001

            
	 	
              Facsimile:
                (202) 654-1804

            
	 	
              Attn.:
                Louis A. Bevilacqua, Esq.

            


    

    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    

      
        	
                 
                  If to an Investor: 

              	
                To
                  the address set forth under such Investor’s name on the signature pages
                  hereto.

              
	 
	
                If
                  to any other Person who is then the registered Holder:

              
	 
	 	
                To
                  the address of such Holder as it appears in the stock transfer
                  books of
                  the Company

              


      

    

     

    or
      such
      other address as may be designated in writing hereafter, in the same manner,
      by
      such Person.

     

    (k) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of each Holder. Each Holder may assign their
      respective rights hereunder in the manner and to the Persons as permitted under
      the Purchase Agreement.

     

    (l) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

    (m) Governing
      Law and Waiver of Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement (whether brought against a party hereto or its
      respective Affiliates, employees or agents) will be commenced in the New York
      Courts. Each party hereto hereby irrevocably submits to the exclusive
      jurisdiction of the New York Courts for the adjudication of any dispute
      hereunder or in connection herewith or with any transaction contemplated hereby
      or discussed herein, and hereby irrevocably waives, and agrees not to assert
      in
      any Proceeding, any claim that it is not personally subject to the jurisdiction
      of any New York Court, or that such Proceeding has been commenced in an improper
      or inconvenient forum. Each party hereto hereby irrevocably waives personal
      service of process and consents to process being served in any such Proceeding
      by mailing a copy thereof via registered or certified mail or overnight delivery
      (with evidence of delivery) to such party at the address in effect for notices
      to it under this Agreement and agrees that such service shall constitute good
      and sufficient service of process and notice thereof. Nothing contained herein
      shall be deemed to limit in any way any right to serve process in any manner
      permitted by law. Notwithstanding Sections 4 and 5 above, if either party shall
      commence a Proceeding to enforce any provisions of this Agreement, then the
      prevailing party in such Proceeding shall be reimbursed by the other party
      for
      its attorney’s fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of such Proceeding.

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    EACH
      PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
      OF
      ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION
      DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE
      OF
      THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT
      MAY
      BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
      INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
      CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN
      FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT
      BE
      SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND
      REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
      AND
      THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
      CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
      MAY
      NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER WILL APPLY TO
      ANY
      SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF)
      THIS
      AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
      CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

     

    (n) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    (o) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

     

    (p) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


    (q) Independent
      Nature of Investors’ Obligations and Rights.
      The
      obligations of each Investor under this Agreement are several and not joint
      with
      the obligations of each other Investor, and no Investor shall be responsible
      in
      any way for the performance of the obligations of any other Investor under
      this
      Agreement. Nothing contained herein or in any Transaction Document, and no
      action taken by any Investor pursuant thereto, shall be deemed to constitute
      the
      Investors as a partnership, an association, a joint venture or any other kind
      of
      entity, or create a presumption that the Investors are in any way acting in
      concert or as a group with respect to such obligations or the transactions
      contemplated by this Agreement or any other Transaction Document. Each Investor
      acknowledges that no other Investor will be acting as agent of such Investor
      in
      enforcing its rights under this Agreement. Each Investor shall be entitled
      to
      independently protect and enforce its rights, including without limitation
      the
      rights arising out of this Agreement, and it shall not be necessary for any
      other Investor to be joined as an additional party in any Proceeding for such
      purpose.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES TO FOLLOW]

    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

     

    
      	 	
              CHINA
                TRANSINFO TECHNOLOGY CORP.

            
	 	 
	 	
              By:

            	/s/
              Shudong Xia
	 	
              Name:
                Shudong Xia

            
	 	
              Title:
                Chief Executive Officer

            


    

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES OF INVESTORS TO FOLLOW]

    


    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

     

    
      	 	
              NAME
                OF INVESTING ENTITY

            
	 	 
	 	
              SAIF
                PARTNERS III L.P.

            
	 	 
	 	
              By:

            	
              /s/
                Andrew Y. Yan

            
	 	 	
              Name:
                Andrew Y. Yan, 

            
	
               

            	 	
              Title:
                Authorized Signatory

            


    

    


    
      	 	
              ADDRESS
                FOR NOTICE

            
	 	 
	 	
              Company:

            	
              SAIF
                PARTNERS III L.P.

            
	 	
              Address:

            	
              Suite
                2115-2118, Two Pacific Place

            
	 	 	
              88
                Queensway

            
	 	 	
              Admiralty,
                Hong Kong

            
	 	
              Tel:

            	
              +852-2918-2200

            
	 	
              Fax:

            	
              +852-2234-9116

            
	 	 	 
	 	
              Attention:
                Brandon Ho-Ping Lin

            


    

    


    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

    


    Annex
      A

     

    Plan
      of
      Distribution

     

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

     

    
      	
              ·

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

            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	
              ·

            	
              to
                cover short sales made after the date that this Registration Statement
                is
                declared effective by the Commission;


            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

            	
              a
                combination of any such methods of sale;
                and

            


    

     

    
      	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

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

     

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

     

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

     

    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    


    Upon
      the
      Company being notified in writing by a Selling Stockholder that any material
      arrangement has been entered into with a broker-dealer for the sale of Common
      Stock through a block trade, special offering, exchange distribution or
      secondary distribution or a purchase by a broker or dealer, a supplement to
      this
      prospectus will be filed, if required, pursuant to Rule 424(b) under the
      Securities Act, disclosing (i) the name of each such Selling Stockholder and
      of
      the participating broker-dealer(s), (ii) the number of shares involved, (iii)
      the price at which such shares of Common Stock were sold, (iv) the commissions
      paid or discounts or concessions allowed to such broker-dealer(s), where
      applicable, (v) that such broker-dealer(s) did not conduct any investigation
      to
      verify the information set out or incorporated by reference in this prospectus,
      and (vi) other facts material to the transaction. In addition, upon the Company
      being notified in writing by a Selling Stockholder that a donee or pledgee
      intends to sell more than 500 shares of Common Stock, a supplement to this
      prospectus will be filed if then required in accordance with applicable
      securities law.

     

    The
      Selling Stockholders also may transfer the shares of Common Stock in other
      circumstances, in which case the transferees, pledgees or other successors
      in
      interest will be the selling beneficial owners for purposes of this
      prospectus.

     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Discounts, concessions, commissions and
      similar selling expenses, if any, that can be attributed to the sale of
      Securities will be paid by the Selling Stockholder and/or the purchasers. Each
      Selling Stockholder has represented and warranted to the Company that it
      acquired the securities subject to this Registration Statement in the ordinary
      course of such Selling Stockholder’s business and, at the time of its purchase
      of such securities such Selling Stockholder had no agreements or understandings,
      directly or indirectly, with any person to distribute any such securities.
      

     

    NASD
      Rule
      2710 requires FINRA members firms (unless an exemption applies) to satisfy
      the
      filing requirements of Rule 2710 in connection with the resale, on behalf of
      selling shareholders, of the securities on a principal or agency basis. NASD
      Notice to Members 88-101 states that in the event a selling shareholder intends
      to sell any of the shares registered for resale in this prospectus through
      a
      member of the FINRA participating in a distribution of our securities, such
      member is responsible for insuring that a timely filing, if required, is first
      made with the Corporate Finance Department of FINRA and disclosing to FINRA
      the
      following:

     

    
      	 	
              ·

            	
              it
                intends to take possession of the registered securities or to facilitate
                the transfer of such certificates;

            


    

    


    
      	 	
              ·

            	
              the
                complete details of how the selling shareholders’ shares are and will be
                held, including location of the particular
                accounts;

            


    

    


    
      	 	
              ·

            	
              whether
                the member firm or any direct or indirect affiliates thereof have
                entered
                into, will facilitate or otherwise participate in any type of payment
                transaction with the selling shareholders, including details regarding
                any
                such transactions; and

            


    

    


    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              ·

            	
              in
                the event any of the securities offered by the selling shareholders
                are
                sold, transferred, assigned or hypothecated by any selling shareholder
                in
                a transaction that directly or indirectly involves a member firm
                of the
                NASD or any affiliates thereof, that prior to or at the time of said
                transaction the member firm will timely file all relevant documents
                with
                respect to such transaction(s) with the Corporate Finance Department
                of
                the NASD for review.

            


    

    


    No
      FINRA
      member firm may receive compensation in excess of that allowable under FINRA
      rules, including Rule 2710, in connection with the resale of the securities
      by
      the selling shareholders, which total compensation may not exceed
      8%.

     

    The
      Company has advised each Selling Stockholder that it is the view of the
      Commission that it may not use shares registered on this Registration Statement
      to cover short sales of Common Stock made prior to the date on which this
      Registration Statement shall have been declared effective by the Commission.
      If
      a Selling Stockholder uses this prospectus for any sale of the Common Stock,
      it
      will be subject to the prospectus delivery requirements of the Securities Act.
      The Selling Stockholders will be responsible to comply with the applicable
      provisions of the Securities Act and Exchange Act, and the rules and regulations
      thereunder promulgated, including, without limitation, Regulation M, as
      applicable to such Selling Stockholders in connection with resales of their
      respective shares under this Registration Statement.

     

    The
      Company is required to pay all fees and expenses incident to the registration
      of
      the shares, but the Company will not receive any proceeds from the sale of
      the
      Common Stock. The Company has agreed to indemnify the Selling Stockholders
      against certain losses, claims, damages and liabilities, including liabilities
      under the Securities Act. 

    


    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    


    Annex
      B

     

    CHINA
      TRANSINFO TECHNOLOGY CORP.

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock (the “Common
      Stock”),
      of
      China TransInfo Technology Corp., a Nevada corporation (the “Company”),
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      Registration Statement for the registration and resale of the Registrable
      Securities, in accordance with the terms of the Registration Rights Agreement,
      dated as of July __, 2008 (the “Registration
      Rights Agreement”),
      among
      the Company and the Investors named therein. A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms used and not otherwise defined herein shall have
      the meanings ascribed thereto in the Registration Rights Agreement.

     

    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    1. Name. 

    

      
        	 	
                (a)

              	
                Full
                  Legal Name of Selling Securityholder

              
	 	 	                                                                                                                                              


;                                            
                
	 	 	 
	 	
                (b)

              	
                Full
                  Legal Name of Registered Holder (if not the same as (a) above)
                  through
                  which Registrable Securities Listed in Item 3 below are
                  held:

              
	 	 	            
                                                                                                                                                                                        


;      
	 	 	 
	 	
                (c)

              	
                Full
                  Legal Name of Natural Control Person (which means a natural person
                  who
                  directly or indirectly alone or with others has power to vote or
                  dispose
                  of the securities covered by the questionnaire):

              
	 	 	                                                                                                                                              


;                                            
                


      

    

     

    2.
      Address for Notices to Selling Securityholder:

     

    
      	                                                                                                                                             


                                                              
              
	                                                                                                                                             


                                                               
	                                                                                                                                             


                                                             
               
	
              Telephone:                                                                                                                                      


                                                 
                

            
	
              Fax:                                                                                                                                       


                                                             
                

            
	
              Contact
                Person:                                                                                                                                                                     
          


            


    

    


    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

    


    3.
      Beneficial Ownership of Registrable Securities:

    

      
        	 	
                Type
                  and Principal Amount of Registrable Securities beneficially
                  owned:

              
	 	 
	 	 
	 	 


      

    

     

    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes
       ̈    
      No
       ̈ 

     

    
      	 	
              Note:

            	
              If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    Yes
       ̈    
      No
       ̈ 

     

    
      	 	
              (c)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any person
                to distribute the Registrable
                Securities?

            


    

     

    Yes
       ̈    
      No
       ̈ 

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

    

      
        	 	
                Type
                  and Amount of Other Securities beneficially owned by the Selling
                  Securityholder:

              
	 	 
	 	 
	 	 


      

    

     

    
      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

    


    6.
      Relationships with the Company:

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

    
      	 	 
	 	 


    

     

    7.
      The
      Company has advised each Selling Stockholder that it is the view of the
      Commission that it may not use shares registered on the Registration Statement
      to cover short sales of Common Stock made prior to the date on which the
      Registration Statement is declared effective by the Commission, in accordance
      with 1997 Securities and Exchange Commission Manual of Publicly Available
      Telephone Interpretations Section A.65. If a Selling Stockholder uses the
      prospectus for any sale of the Common Stock, it will be subject to the
      prospectus delivery requirements of the Securities Act. The Selling Stockholders
      will be responsible to comply with the applicable provisions of the Securities
      Act and Exchange Act, and the rules and regulations thereunder promulgated,
      including, without limitation, Regulation M, as applicable to such Selling
      Stockholders in connection with resales of their respective shares under the
      Registration Statement.

     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      and prior to the Effective Date for the Registration Statement.

     

    Certain
      legal consequences arise from being named as a Selling Securityholder in the
      Registration Statement and related prospectus. Accordingly, the undersigned
      is
      advised to consult their own securities law counsel regarding the consequence
      of
      being named or not being named as a Selling Securityholder in the Registration
      Statement and the related prospectus.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus. The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus. The undersigned hereby elects to include the
      Registrable Securities owned by it and listed above in Item 3 (unless otherwise
      specified in Item 3) in the Registration Statement.

    


    
      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    
      	
              Dated:                                                          
                

            	
              Beneficial Owner:                                                                                        
                

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    Thelen
      Reid Brown Raysman & Steiner LLP

    701
      8th
      Street
      NW

    Washington,
      D.C. 20001

    Facsimile:
      (202) 654-1804

    Attn.:
      Louis A. Bevilacqua, Esq.

    


    
      
        
          
          

        

        
          29