Exhibit
      4.25




**VERSADIAL,
      INC.**





REGISTRATION
      RIGHTS AGREEMENT




This
      REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of January 11, 2008,
      is made by and between VERSADIAL, INC., a Nevada corporation (the “Company”),
      and the individuals and entities whose names are set forth on the signature
      page
      hereto (each an “Investor” or “Holder”, and collectively the “Investors” or the
“Holders”).





WHEREAS,
      in connection with those certain Subscription Agreements by and among the
      Company and the Investors (the “Subscription Agreement”), the Company
      desires to sell to the Investors, and the Investors desire to purchase from
      the
      Company units (“Units”) consisting of (a) shares of the Company’s common stock,
      $0.0001 par value per share (the “Common Stock”); and (b) Warrants to purchase
      additional shares of Common Stock (the “Warrants”) equal to 20% of the Common
      Stock initially purchased; and.





WHEREAS,
      to induce the Investors to purchase the Units, the Company has agreed to
      register the shares of Common Stock and the Common Stock underlying the Warrants
      purchased as part of the Units pursuant to the terms of this
      Agreement.





NOW,
      THEREFORE, the Company and the Investors hereby covenant and agree as
      follows:




1.  Certain
      Definitions .
      As used
      in this Agreement, the following terms shall have the following respective
      meanings:




“Commission”
      shall mean the Securities and Exchange Commission, or any other federal agency
      at the time administering the Securities Act.




“Common
      Stock” shall mean the common stock, par value $0.0001 per share, of the
      Company.





“Effectiveness
      Date” shall mean that date which is
      one
      hundred eighty (180) days following the Filing Date.





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





“Filing
      Date” shall mean that date which is ninety (90) days following the final closing
      of the Offering described in the Subscription Agreement; provided that the
      Company may delay the filing for a period of up to an additional ninety (90)
      days if it is then engaged in confidential business discussions.


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                  Rights Agreement
              1









“Offering”
      shall refer to the Company’s proposal to sell Units
      for
      $1.60, each Unit representing the purchase of (i) one share of Common Stock
      of
      the Company and (ii) a five (5) year Warrant to purchase shares of Common Stock
      of the Company with an initial exercise price of $2.00 (20% coverage). The
      total
      amount of Units being offered is 3,437,500 for a total maximum purchase price
      of
      $5,500,000.




“Register,”
      “registered” and “registration” each shall refer to a registration effected by
      preparing and filing a Registration Statement or statements or similar documents
      in compliance with the Securities Act and the declaration or ordering of
      effectiveness of such Registration Statement or document by the Commission.





“Registrable
      Securities” shall mean the shares of Common Stock issuable pursuant to the
      Subscription Agreement as part of the purchase of the Units or upon the exercise
      of the Warrants delivered as part of the Units and shall also include the shares
      of Common Stock issuable upon conversion of the Company’s Secured Line of Credit
      Notes, occurring contemporaneously with the closing of the Offering; provided , however ,
      that
      shares of Common Stock which are Registrable Securities shall cease to be
      Registrable Securities (x) upon any sale pursuant to a Registration
      Statement or Rule 144 under the Securities Act or (y) at such time, as they
      become eligible for sale pursuant to Rule 144(k) under the Securities Act or
      another similar exemption under the Securities Act.




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





Capitalized
      terms used but not defined herein shall have the meanings set forth in the
      Subscription Agreement or the Warrants.




2. Automatic
          Registration





On
      or
      prior to the Filing Date, to the extent permitted by applicable rules and
      regulations, including, without limitation, Rule 415, the Company shall prepare
      and file with the Commission the Registration Statement covering the resale
      of
      all of the Registrable Securities for an offering to be made on a continuous
      basis pursuant to Rule 415. The Registration Statement required hereunder shall
      be on Form S-3 (except if the Company is not then eligible to register for
      resale the Registrable Securities on Form S-3, in which case the Registration
      Statement shall be on another appropriate form). Subject to the terms of this
      Agreement, the Company shall use its commercially reasonable efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after the filing thereof, but in any event not later than
      the Effectiveness Date, and shall use its commercially reasonable efforts to
      keep the Registration Statement continuously effective under the Securities
      Act
      until the date when all Registrable Securities covered by the Registration
      Statement have been sold or may be sold without volume restrictions pursuant
      to
      Rule 144(k) 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 (the “Effectiveness
      Period”).


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                  Rights Agreement
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3.  Registration
      Procedures .
      If and
      whenever the Company is required by the provisions of Section 2 hereof to use
      its commercially reasonable efforts to effect the registration of the
      Registrable Securities under the Securities Act, the Company will, as
      expeditiously as possible:




(a)  prepare
      and file with the Commission the Registration Statement with respect to such
      securities and use its reasonable best efforts to cause such Registration
      Statement to become effective in an expeditious manner;




(b)  prepare
      and file with the Commission such amendments and supplements to such
      Registration Statement and the prospectus used in connection therewith as may
      be
      necessary to keep such Registration Statement continuously effective during
      the
      Effectiveness Period and comply with the provisions of the Securities Act with
      respect to the disposition of all Registrable Securities covered by such
      Registration Statement in accordance with the intended method of disposition
      set
      forth in such Registration Statement for such period;




(c)  furnish
      to each seller of Registrable Securities and to each underwriter such number
      of
      copies of the Registration Statement and the prospectus included therein
      (including each preliminary prospectus) as such persons reasonably may request
      in order to facilitate the intended disposition of the Registrable Securities
      covered by such Registration Statement;




(d)  use
      its
      commercially reasonable efforts (i) to register or qualify the Registrable
      Securities covered by such Registration Statement under the securities or “blue
      sky” laws of such jurisdictions as the sellers of Registrable Securities or, in
      the case of an underwritten public offering, the managing underwriter,
      reasonably shall request, (ii) to prepare and file in those jurisdictions such
      amendments (including post-effective amendments) and supplements, and take
      such
      other actions, as may be necessary to maintain such registration and
      qualification in effect at all times for the period of distribution contemplated
      thereby and (iii) to take such further action as may be necessary or advisable
      to enable the disposition of the Registrable Securities in such jurisdictions, provided ,
      that
      the Company shall not for any such purpose be required to qualify generally
      to
      transact business as a foreign corporation in any jurisdiction where it is
      not
      so qualified or to consent to general service of process in any such
      jurisdiction;




(e)  use
      its
      commercially reasonable efforts to list the Registrable Securities covered
      by
      such Registration Statement with any securities exchange on which the Common
      Stock of the Company is then listed;




(f)  immediately
      notify each seller of Registrable Securities and each underwriter under such
      Registration Statement, at any time when a prospectus relating thereto is
      required to be delivered under the Securities Act, of the happening of any
      event
      of which the Company has knowledge as a result of which the prospectus contained
      in such Registration Statement, as then in effect, includes any untrue statement
      of a material fact or omits to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading in light
      of
      the circumstances then existing and promptly amend or supplement such
      Registration Statement to correct any such untrue statement or omission;


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                  Rights Agreement
              3









(g)  promptly
      notify each seller of Registrable Securities of the issuance by the Commission
      of any stop order suspending the effectiveness of the Registration Statement
      or
      the initiation of any proceedings for that purpose and make every reasonable
      effort to prevent the issuance of any stop order and, if any stop order is
      issued, to obtain the lifting thereof at the earliest possible time;




(h)  if
      the
      offering is an underwritten offering, enter into a written agreement with the
      managing underwriter selected in the manner herein provided in such form and
      containing such provisions as are usual and customary in the securities business
      for such an arrangement between such underwriter and companies of the Company's
      size and investment stature, including, without limitation, customary
      indemnification and contribution provisions;




(i)  if
      the
      offering is an underwritten offering, at the request of any seller of
      Registrable Securities, use its commercially reasonable efforts to furnish
      to
      such seller on the date that Registrable Securities are delivered to the
      underwriters for sale pursuant to such registration: (i) a copy of an opinion
      dated such date of counsel representing the Company for the purposes of such
      registration, addressed to the underwriters, stating that such Registration
      Statement has become effective under the Securities Act and that (A) to the
      knowledge of such counsel, no stop order suspending the effectiveness thereof
      has been issued and no proceedings for that purpose have been instituted or
      are
      pending or contemplated under the Securities Act, (B) the Registration
      Statement, the related prospectus and each amendment or supplement thereof
      comply as to form in all material respects with the requirements of the
      Securities Act (except that such counsel need not express any opinion as to
      financial statements or other financial or statistical information contained
      therein) and (C) to such other effects as reasonably may be requested by counsel
      for the underwriters; and (ii) a copy of a letter dated such date from the
      independent public accountants retained by the Company, addressed to the
      underwriters, stating that they are independent public accountants within the
      meaning of the Securities Act and that, in the opinion of such accountants,
      the
      financial statements of the Company included in the Registration Statement
      or
      the prospectus, or any amendment or supplement thereof, comply as to form in
      all
      material respects with the applicable accounting requirements of the Securities
      Act, and such letter shall additionally cover such other financial matters
      (including information as to the period ending no more than five business days
      prior to the date of such letter) with respect to such registration as such
      underwriters reasonably may request;




(j)  take
      all
      actions reasonably necessary to facilitate the timely preparation and delivery
      of certificates (not bearing any legend restricting the sale or transfer of
      such
      securities) representing the Registrable Securities to be sold pursuant to
      the
      Registration Statement and to enable such certificates to be in such
      denominations and registered in such names as the Investors or any underwriters
      may reasonably request; and




(k)  take
      all
      other reasonable actions necessary to expedite and facilitate the registration
      of the Registrable Securities pursuant to the Registration Statement.


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                  Rights Agreement
              4









4.  Obligations
      of Holders .
      Each
      holder of Registrable Securities shall furnish to the Company such information
      regarding such holder, the number of Registrable Securities owned and proposed
      to be sold by it, the intended method of disposition of such securities and
      any
      other information as shall be required to effect the registration of the
      Registrable Securities, and cooperate with the Company in preparing the
      Registration Statement and in complying with the requirements of the Securities
      Act.





5.  Expenses .





(a)  All
      expenses incurred by the Company in complying with Sections 2 and 3 including,
      without limitation, all registration and filing fees (including the fees of
      the
      Securities and Exchange Commission and any other regulatory body with which
      the
      Company is required to file), printing expenses, fees and disbursements of
      counsel and independent public accountants for the Company, fees and expenses
      (including counsel fees) incurred in connection with complying with state
      securities or “blue sky” laws, fees of transfer agents and registrars and fees
      and disbursements of one counsel for the holders of Registrable Securities,
      not
      to exceed $5,000, but excluding any Selling Expenses, are called “Registration
      Expenses.” All underwriting discounts and selling commissions applicable to the
      sale of Registrable Securities are called “Selling Expenses.”




(b)  The
      Company will pay all Registration Expenses in connection with any Registration
      Statement filed hereunder, and the Selling Expenses in connection with each
      such
      Registration Statement shall be borne by the participating sellers in proportion
      to the number of Registrable Securities sold by each or as they may otherwise
      agree.




6.  Indemnification
      and Contribution .




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


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                  Rights Agreement
              5









(b)  In
      the
      event of a registration of any of the Registrable Securities under the
      Securities Act pursuant hereto each seller of such Registrable Securities
      thereunder, severally and not jointly, will indemnify and hold harmless the
      Company, each person, if any, who controls the Company within the meaning of
      the
      Securities Act, each officer of the Company who signs the Registration
      Statement, each director of the Company, each underwriter and each person who
      controls any underwriter within the meaning of the Securities Act, against
      all
      losses, claims, damages or liabilities, joint or several, to which the Company
      or such officer, director, underwriter or controlling person may become subject
      under the Securities Act or otherwise, insofar as such losses, claims, damages
      or liabilities (or actions in respect thereof) arise out of or are based upon
      reliance on any untrue statement or alleged untrue statement of any material
      fact contained in the Registration Statement under which such Registrable
      Securities were registered under the Securities Act pursuant hereto or any
      preliminary prospectus or final prospectus contained therein, or any amendment
      or supplement thereof, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, and will reimburse
      the
      Company and each such officer, director, underwriter and controlling person
      for
      any legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or action,
      provided, that such seller will be liable hereunder in any such case if and
      only
      to the extent that any such loss, claim, damage or liability arises out of
      or is
      based upon an untrue statement or alleged untrue statement or omission or
      alleged omission made in reliance upon and in conformity with information
      pertaining to such seller, as such, furnished in writing to the Company by
      such
      seller specifically for use in such Registration Statement or prospectus, and
      provided, that the liability of each seller hereunder shall be limited to the
      proceeds received by such seller from the sale of Registrable Securities covered
      by such Registration Statement. Notwithstanding the foregoing, the indemnity
      provided in this Section 6(b) shall not apply to amounts paid in settlement
      of
      any such loss, claim, damage, liability or expense if such settlement is
      effected without the consent of such indemnified party and provided further,
      that the Company shall not be liable in any such case to the extent that any
      such loss, claim, damage or liability (or action in respect thereof) arises
      out
      of or is based upon an untrue statement or alleged untrue statement or omission
      or alleged omission in such Registration Statement, which untrue statement
      or
      alleged untrue statement or omission or alleged omission is completely corrected
      in an amendment or supplement to the Registration Statement and the undersigned
      indemnitees thereafter fail to deliver or cause to be delivered such
      Registration Statement as so amended or supplemented prior to or concurrently
      with the sale of the Registrable Securities to the person asserting such loss,
      claim, damage or liability (or actions in respect thereof) or expense after
      the
      Company has furnished the undersigned with the same.


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                  Rights Agreement
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(c)  Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party shall, if a claim in respect thereof is
      to be
      made against the indemnifying party hereunder, notify the indemnifying party
      in
      writing thereof, but the omission so to notify the indemnifying party shall
      not
      relieve it from any liability which it may have to such indemnified party other
      than under this Section 6 and shall only relieve it from any liability which
      it
      may have to such indemnified party under this Section 6 if and to the extent
      the
      indemnifying party is materially prejudiced by such omission. In case any such
      action shall be brought against any indemnified party and it shall notify the
      indemnifying party of the commencement thereof, the indemnifying party shall
      be
      entitled to participate in and, to the extent it shall wish, to assume and
      undertake the defense thereof with counsel reasonably satisfactory to such
      indemnified party, and, after notice from the indemnifying party to such
      indemnified party of its election so to assume and undertake the defense
      thereof, the indemnifying party shall not be liable to such indemnified party
      under this Section 6 for any legal expenses subsequently incurred by such
      indemnified party in connection with the defense thereof other than reasonable
      costs of investigation and of liaison with counsel so selected, provided ,
      that if
      the defendants in any such action include both the indemnified party and the
      indemnifying party and the indemnified party shall have reasonably concluded
      based upon written advise of its counsel that there may be reasonable defenses
      available to it which are different from or additional to those available to
      the
      indemnifying party or if the interests of the indemnified party reasonably
      may
      be deemed to conflict with the interests of the indemnifying party, the
      indemnified party shall have the right to select a separate counsel and to
      assume such legal defenses and otherwise to participate in the defense of such
      action, with the expenses and fees of such separate counsel and other expenses
      related to such participation to be reimbursed by the indemnifying party as
      incurred.




(d)  In
      order
      to provide for just and equitable contribution to joint liability under the
      Securities Act in any case in which either (i) any holder of Registrable
      Securities exercising rights under this Agreement, or any controlling person
      of
      any such holder, makes a claim for indemnification pursuant to this Section
      6
      but it is judicially determined (by the entry of a final judgment or decree
      by a
      court of competent jurisdiction and the expiration of time to appeal or the
      denial of the last right of appeal) that such indemnification may not be
      enforced in such case notwithstanding the fact that this Section 6 provides
      for
      indemnification in such case, or (ii) contribution under the Securities Act
      may
      be required on the part of any such selling holder or any such controlling
      person in circumstances for which indemnification is provided under this Section
      6; then, and in each such case, the Company and such holder will contribute
      to
      the aggregate losses, claims, damages or liabilities to which they may be
      subject (after contribution from others) in such proportion so that such holder
      is responsible for the portion represented by the percentage that the public
      offering price of its Registrable Securities offered by the Registration
      Statement bears to the public offering price of all securities offered by such
      Registration Statement, and the Company is responsible for the remaining
      portion; provided ,
      that,
      in any such case, (A) no such holder will be required to contribute any amount
      in excess of the public offering price of all such Registrable Securities
      offered by it pursuant to such Registration Statement and (B) no person or
      entity guilty of fraudulent misrepresentation (within the meaning of Section
      12(f) of the Securities Act) will be entitled to contribution from any person
      or
      entity who was not guilty of such fraudulent misrepresentation.


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                  Rights Agreement
              7









7.  Changes
      in Capital Stock .  If,
      and
      as often as, there is any change in the capital stock of the Company by way
      of a
      stock split, stock dividend, combination or reclassification, or through a
      merger, consolidation, reorganization or recapitalization, or by any other
      means, appropriate adjustment shall be made in the provisions hereof so that
      the
      rights and privileges granted hereby shall continue as so changed.





8.  Representations
      and Warranties of the Company .
      The
      Company represents and warrants to the Investor as follows:




(a)  The
      execution, delivery and performance of this Agreement by the Company have been
      duly authorized by all requisite corporate action and will not violate any
      provision of law, any order of any court or other agency of government, the
      Articles of Incorporation or By-laws of the Company or any provision of any
      indenture, agreement or other instrument to which it or any or its properties
      or
      assets is bound, conflict with, result in a breach of or constitute (with due
      notice or lapse of time or both) a default under any such indenture, agreement
      or other instrument or result in the creation or imposition of any lien, charge
      or encumbrance of any nature whatsoever upon any of the properties or assets
      of
      the Company or its subsidiaries.




(b)  This
      Agreement has been duly executed and delivered by the Company and constitutes
      the legal, valid and binding obligation of the Company, enforceable in
      accordance with its terms, subject to any applicable bankruptcy, insolvency
      or
      other laws affecting the rights of creditors generally and to general equitable
      principles and the availability of specific performance.




9.  Assignment
      of Registration Rights .
      The
      rights to have the Company register Registrable Securities pursuant to this
      Agreement may be assigned by the Investor to transferees or assignees of such
      securities; provided ,
      that
      the Company is, within a reasonable time after such transfer, furnished with
      written notice of the name and address of such transferee or assignee and the
      securities with respect to which such registration rights are being assigned.
      The term “Investor” as used in this Agreement shall include such permitted
      assigns.





10.  Rule
      144 Requirements .
      The
      Company agrees to:





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





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





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


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                  Rights Agreement
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11.  Termination .
      All of
      the Company’s obligations to register Registrable Shares under Sections 2 and 3
      hereto shall terminate upon the date on which no Investor holds any Registrable
      Securities or all of the Registrable Shares are eligible for sale under rule
      144(k).





12.  Miscellaneous .




(a)  All
      covenants and agreements contained in this Agreement by or on behalf of any
      of
      the parties hereto shall bind and inure to the benefit of the respective
      successors and assigns of the parties hereto (including without limitation
      transferees of any Registrable Securities), whether so expressed or not.




(b)  All
      notices, requests, consents and other communications hereunder shall be in
      writing and shall be delivered in person, mailed by certified or registered
      mail, return receipt requested, or sent by telecopier, addressed (i) if to
      the
      Company, at Versadial, Inc., 305 Madison Avenue, Suite 4510, New York, NY 10165:
      Attn: Geoffrey Donalsdson, Chief Executive Officer, facsimile (2120
      808-0113 ;
      and
      (ii) if to any holder of Registrable Securities, to it at such address as may
      have been furnished to the Company in writing by such holder; or, in any case,
      at such other address or addresses as shall have been furnished in writing
      to
      the Company (in the case of a holder of Registrable Securities) or to the
      holders of Registrable Securities (in the case of the Company) in accordance
      with the provisions of this paragraph.




(c)  This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York as applied to agreements among New York residents entered into and to
      be
      performed entirely within New York. The Company (1) agrees that any legal suit,
      action or proceeding arising out of or relating to this Agreement shall be
      instituted exclusively in New York State Supreme Court, County of New York,
      or
      in the United States District Court for the Southern District of New York,
      (2)
      waives any objection which the Company may have now or hereafter to the venue
      of
      any such suit, action or proceeding, and (3) irrevocably consents to the
      jurisdiction of the New York State Supreme Court, County of New York, and the
      United States District Court for the Southern District of New York in any such
      suit, action or proceeding. The Company further agrees to accept and acknowledge
      service of any and all process which may be served in any such suit, action
      or
      proceeding in the New York State Supreme Court, County of New York, or in the
      United States District Court for the Southern District of New York and agrees
      that service of process upon the Company mailed by certified mail to the
      Company's address shall be deemed in every respect effective service of process
      upon the Company, in any such suit, action or proceeding. THE PARTIES HERETO
      AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
      OF
      ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT
      CONTEMPLATED HEREBY.


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                  Rights Agreement
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(d)  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.





(e)  This
      Agreement may not be amended or modified without the written consent of the
      Company and the holders of at least a majority of the Registrable Securities.




(f)  Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof. No waiver shall be effective unless and until it is in writing
      and signed by the party granting the waiver.




(g)  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement, once executed by a party, may be delivered to the
      other party hereto by facsimile transmission of a copy of this Agreement bearing
      the signature of the party so delivering this Agreement.




(h)  If
      any
      provision of this Agreement shall be held to be illegal, invalid or
      unenforceable, such illegality, invalidity or unenforceability shall attach
      only
      to such provision and shall not in any manner affect or render illegal, invalid
      or unenforceable any other provision of this Agreement, and this Agreement
      shall
      be carried out as if any such illegal, invalid or unenforceable provision were
      not contained herein.





(i)  This
      Agreement constitutes the entire contract among the Company and the Investors
      relative to the subject matter hereof and supersedes in its entirety any and
      all
      prior agreements, understandings and discussions with respect
      thereto.





(j)  The
      headings of the sections of this Agreement are for convenience and shall not
      by
      themselves determine the interpretation of this Agreement.





(k)  The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing pursuant to the Subscription Agreement, and no action taken by any
      Holder pursuant hereto or thereto, shall be deemed to constitute the Holders
      as
      a partnership, an association, a joint venture or any other kind of entity,
      or
      create a presumption that the Holders are in any way acting in concert with
      respect to such obligations or the transactions contemplated by this Agreement.


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                  Rights Agreement
              10









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





**VERSADIAL,
                INC.**By:
            /s/
                Geoffrey DonaldsonName:
                Geoffrey DonaldsonTitle:
                CEO




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                  Rights Agreement
              11









LIST
      OF
      INVESTORS





**INVESTORS
      PER SUBSCRIPTION DOCUMENT SIGNATURE PAGE**


Registration
                  Rights Agreement
              12